Univ.of  ill.  Library- 
51 


THE  CLEVELAND  ELECTRIC  ILLUMINATING  COMPANY 


to 


THE  UNION  TRUST  COMPANY, 
of  Cleveland,  Ohio, 


As  Trustee. 


Urust  Indenture 

Dated  August  1,  1921 


Seeuring 

85,000,000  20- Year  7%  Sinking  Fund  Gold  Debenture  Bonds. 
Interest  Payable  February  1st  and  August  1st. 


Digitized  by  the  Internet  Archive 
in  2017  with  funding  from 

University  of  Illinois  Urbana-Champaign  Alternates 


https://archive.org/details/clevelandelectriOOclev 


/u_c_ 


TABLE  OF  CONTENTS. 


PAGE 

Parties  

Recitals  

Form  of  bond  

Form  of  interest  coupon — to  February  1,  1932  

Form  of  interest  coupon — on  and  after  February  1,  1932 

Form  of  Trustee’s  certificate  

Trust  Clause  

ARTICLE  I. 

Amount,  denomination  and  issue  numbers  of  bonds  7 

Issue,  authentication  and  delivery  of  bonds  7 

Matured  coupons  to  be  cancelled  8 

Signature  of  former  officers  8 

Covenant  to  pay  taxes  on  issue  of  bonds  8 

Temporary  bonds  9 

Mutilated,  lost,  stolen  or  destroyed  bonds  and  coupons 9 

Covenant  to  issue  bonds  only  in  accordance  with  provisions  hereof  10 

ARTICLE  II. 

Covenant  to  pay  principal  and  interest  of  bonds  without  deduction 

for  taxes  10 

Covenant  to  refund  Pennsylvania  tax 10 

Covenant  to  keep  agency  in  New  York  City  for  payment  of  principal 

and  interest  11 

Notices  and  demands,  how  given  11 

Registration  of  bonds  as  to  principal 12 

Paid  bonds  and  coupons  to  be  cancelled 12 

ARTICLE  III. 

Covenant  as  to  sinking  fund  12 

Semi-annual  payments  13 

Delivery  of  bonds  in  lieu  of  cash  payments 13 

Purchase  of  bonds  at  public  or  private  sale  13 

Return  of  unexpended  balances  to  Company  14 

Bonds  purchased  for  Sinking  Fund  to  be  in  full  force  hereunder  ....  15 

ARTICLE  IV. 

Company  may  retire  bonds  on  any  interest  day  16 

Retirement  prices  16 

Retirement,  how  made.  Election  of  Company  17 

Notice  of  retirement  17 

Payment  of  retirement  price  18 


this  Indenture  as  executed,  but  have  been  added  for  convenience  in  refer- 
ence. 


11 


PAGE 

Notice  of  retirement  of  registered  bonds  18 

Bonds  called  for  retirement  not  to  draw  interest  thereafter  18 

Bonds  called  for  retirement  not  thereafter  deemed  outstanding  ....  19 

Company  to  pay  expenses  of  notices,  ete 19 

ARTICLE  V. 

Covenants  of  Company:  19 

Truth  of  recitals 19 

To  furnish  financial  statements  to  Trustee  19 

To  allow  Trustee  to  examine  books  and  property  20 

To  comply  with  laws  of  State  of  Ohio  20 

To  maintain  corporate  existence  20 

To  pay  taxes,  assessments  and  other  charges  21 

Company  may  contest  validity  of  taxes 21 

To  keep  property  in  repair  and  insured  21 

To  perform  covenants  of  prior  Mortgages  and  Indentures  21 

Not  to  issue  other  bonds,  etc.,  unless  net  earnings  are  1%  times 

interest  charges  22 

“Funded  debt”  defined  22 

“Net  earnings”  defined  22 

Refunding  permitted  23 

Not  to  issue  bonds,  etc.,  except  for  refunding  or  80%  of  new 

property  23 

To  comply  with  provisions  of  Article  Fourth  of  Articles  of  In- 
corporation   25 

To  deposit  $1,812,722.96  with  Trustee  25 

How  deposited  cash  can  be  withdrawn  25 

ARTICLE  VI. 

Income  to  be  paid  to  Company 26 

Events  of  default:  26 

Non-payment  of  interest  or  sinking  fund  26 

Failure  to  perform  other  covenants  27 

Default  under  prior  Mortgages  or  Indentures  27 

Bankruptcy,  etc.,  of  Company  27 

Unsatisfied  judgment  against  Company  during  default 27 

Attachment,  etc.,  of  Company’s  property  27 

In  case  of  default  Trustee  may  declare  principal  of  bonds  due 28 

Trustee  may  waive  default  28 

On  default  Trustee  may  institute  proceedings  29 

And  prosecute  to  final  judgment  29 

Application  of  moneys  recovered  29 

Company  will  not  plead  any  stay  or  extension  law  30 

On  discontinuance  of  proceedings  parties  to  be  restored  to  former 

position  30 

Default  not  waived  by  delay  or  previous  waiver  30 

Remedies  cumulative  30 

No  suit  by  bondholders  without  prior  request  and  indemnity  to  Trustee  31 
Indenture  for  exclusive  benefit  of  parties  and  bondholders  31 

ARTICLE  VII. 

Resignation  or  removal  of  Trustee  32 

Appointment  of  successor  32 

Powers  of  pew  trustee  33 

Merger  or  consolidation  of  Trustee  33 


1U 


ARTICLE  VIII. 

PAGE 


Execution  of  instruments  by  bondholders  34 

Proof  of  execution  34 

Proof  of  ownership  of  bonds  35 

Persons  who  may  be  treated  as  absolute  owners:  35 

Bearer  bonds  and  coupons  35 

Registered  bonds  35 

Action  of  owner  to  bind  future  owners  36 

ARTICLE  IX. 

Acceptance  of  trusts  hereunder  36 

Rights,  duties  and  immunities  of  Trustee  36 

ARTICLE  X. 

Defeasance  clause  39 


ARTICLE  XI. 

No  recourse  to  stockholders,  officers  or  directors  40 

ARTICLE  XII. 

Consolidation  or  merger  of  Company  or  transfer  of  essential  part  of 

its  property  41 


ARTICLE  XIII. 


Definition  of  “Trustee”  and  “Company”  41 

Definition  of  other  terms  41 


ARTICLE  XIV. 


Execution  of  Indenture  in  counterparts  42 

Indenture  to  bind  successors  and  assigns  42 

Testimonium  42 

Signatures  43 

Acknowledgments  44 


Gbi0  1nt>enturef  made  as  of  the  first  day  ofparties- 
August,  one  thousand  nine  hundred  and  twenty-one,  be- 
tween The  Cleveland  Electric  Illuminating  Company 
(hereinafter  sometimes  called  the  “Company”),  a cor- 
poration organized  and  existing  under  and  by  virtue  of 
the  laws  of  the  State  of  Ohio,  and  having  a legal  resi- 
dence and  principal  office  and  place  of  business 
at  No.  75  Public  Square,  in  the  City  of  Cleveland, 
County  of  Cuyahoga  and  State  of  Ohio,  party 

of  the  first  part;  and  The  Union  Trust  Company 

(hereinafter  sometimes  called  the  “Trustee”),  a cor- 

poration organized  and  existing  under  and  by  virtue  of 
the  laws  of  the  State  of  Ohio,  and  having  a legal  resi- 
dence and  principal  office  and  place  of  business  at 
No.  814  Euclid  Avenue,  in  the  City  of  Cleveland, 
County  of  Cuyahoga,  and  State  of  Ohio,  party 

of  the  second  part; 

Whereas,  for  the  lawful  purposes  of  its  incorpora- Reeitaia. 
tion,  the  Company  has  found  it  necessary  and  to  its  best 
interest  to  borrow  money,  and  to  that  end  to  make  and 
issue  a series  of  its  coupon  bonds,  to  be  known  as  its 
“20-Year  7%  Sinking  Fund  Cold  Debenture  Bonds” 
(hereinafter  sometimes  called  the  “bonds”),  of  the  de- 
nomination of  one  thousand  dollars  ($1,000)  each,  to  an 
aggregate  principal  amount  of  five  million  dollars,  to  be 
dated  August  1st,  1921,  and  to  mature  August  1st,  1941 ; 
and 

Whereas,  at  a meeting  of  the  Board  of  Directors  of 
the  Company,  duly  called  and  held,  it  was  determined, 
by  resolutions  then  duly  adopted  in  that  behalf,  that,  for 
the  purposes  aforesaid,  the  Company  make  and  issue  its 
bonds,  as  aforesaid,  to  the  said  aggregate  amount  of 
five  million  dollars,  and  secure  the  payment  thereof  by 


2 


the  execution  and  delivery  of  a trust  indenture  in  the 
form  hereof,  that  said  trust  indenture  be  executed  on 
behalf  and  in  the  name  of  the  Company  by  the  President 
or  Vice-President,  for  the  time  being,  thereof,  and  its 
corporate  seal  affixed  duly  attested  by  the  Secretary  or 
Assistant  Secretary,  for  the  time  being,  thereof;  that 
said  bonds  be  executed  on  behalf  and  in  the  name  of  the 
Company  by  the  President  or  Vice-President,  for  the 
time  being,  thereof,  and  its  corporate  seal  affixed  duly 
attested  by  the  Secretary  or  Assistant  Secretary,  for  the 
time  being,  thereof ; that  the  interest  coupons  on  said 
bonds  be  authenticated  by  the  fac-simile  signature  of  the 
Treasurer,  for  the  time  being,  thereof;  and  that  said 
bonds,  the  interest  coupons  pertaining  to  the  bonds,  and 
the  certificate  of  the  Trustee  to  be  endorsed  upon  the 
bonds,  be  substantially  of  the  following  tenor  and  form, 
to  wit: 


[form  of  bond] 

UNITED  STATES  OF  AMERICA 
State  of  Ohio 


Form  of 
bond. 


No 


$1,000. 


THE  CLEVELAND  ELECTRIC  ILLUMINATING 

COMPANY 

20-Year  7%  Sinking  Fund  Gold  Debenture  Bond 
Due  August  1st,  1941 

For  value  received,  The  Cleveland  Electric  Illumi- 
nating Company,  hereinafter  termed  the  “Company,” 
a corporation  of  the  State  of  Ohio,  promises  to  pay  to 
the.  bearer,  or,  if  this  bond  be  registered,  to  the  registered 
owner  hereof,  One  Thousand  Dollars,  in  gold  coin  of  the 
United  States  of  America  of  or  equal  to  the  present 
standard  of  weight  and  fineness,  at  the  principal  office  of 
The  Union  Trust  Company,  in  the  City  of  Cleveland, 
Ohio,  or,  at  the  option  of  the  holder,  at  the  office  of 


3 


Dillon,  Read  & Co.  or  other  agency  of  the  Com- 
pany in  the  Borough  of  Manhattan  of  The  City  of 
New  York,  N.  Y.,  on  the  first  day  of  August,  1941,  un- 
less before  that  time  this  bond  shall  be  retired,  and  to 
pay  interest  thereon,  until  said  principal  sum  is  paid, 
at  the  rate  of  seven  per  cent,  per  annum,  in  like  gold 
coin,  semi-annually  on  the  first  days  of  February  and 
August  in  each  year,  at  said  office  or  agency,  upon 
presentation  and  surrender  of  the  annexed  interest  cou- 
pons as  they  severally  mature.  All  payments  both  of 
principal  and  interest  upon  this  bond  shall  be  made 
without  deduction  for  any  taxes,  assessments,  govern- 
mental or  other  charges  (except  estate  or  inheritance 
taxes  and  such  part  of  any  Federal  income  tax  as  shall 
be  in  excess  of  two  per  cent.)  which  the  Company  or  the 
Trustee  hereinafter  mentioned  may  be  required  or  per- 
mitted to  pay  thereon  or  to  retain  therefrom  under  any 
present  or  future  law  of  the  United  States  of  America, 
or  of  any  State,  County,  Municipality  or  other  taxing 
authority  therein,  the  Company  hereby  agreeing  to  pay 
all  such  taxes,  assessments  and  charges. 

This  bond  is  one  of  a duly  authorized  issue  of  cou- 
pon bonds  of  the  Company,  known  as  its  20-Year  7% 
Sinking  Fund  Gold  Debenture  Bonds,  numbered  consecu- 
tively from  1 to  5,000,  both  inclusive,  of  the  de- 
nomination of  $1,000  each,  issued  and  to  be  issued,  but 
not  to  exceed  at  any  time  the  aggregate  outstanding 
principal  sum  of  Five  Million  Dollars  ($5,000,000)  face 
value  thereof ; all  of  which  bonds  are  of  like  date,  tenor 
and  effect.  Each  and  all  of  said  bonds  are  issued  or  to 
be  issued  pursuant  to,  and  the  payment  of  the  principal 
thereof  and  of  the  interest  thereon,  without  preference, 
priority  or  discrimination  on  account  of  the  time  of  issue 
thereof  or  otherwise,  is  equally  and  ratably  secured  by, 
a certain  Trust  Indenture  bearing  date  as  of  the  first 
day  of  August,  1921,  duly  made,  executed  and  delivered 
by  the  Company  to  The  Union  Trust  Company,  of  Cleve- 


4 


land,  Ohio,  as  Trustee,  to  which  indenture  reference  is 
hereby  made  for  a statement  of  the  nature  and  extent 
of  the  rights  thereunder  of  the  holders  of  the  bonds. 

This  bond  is  entitled  to  the  benefits  of  a sinking  fund 
as  in  said  indenture  provided.  On  and  after  August  1, 
1931,  all  or  any  part  of  the  bonds  of  this  issue  may  be 
retired  by  the  Company,  on  any  interest  date,  upon 
thirty  days’  published  notice,  in  the  manner  specified  in 
said  indenture,  at  the  price  of  105  and  accrued  interest 
for  the  first  year,  to  and  including  February  1,  1932, 
and  decreasing  of  1%  for  each  year  thereafter.  In 
case  default  he  made  in  the  payment  of  interest  on  any 
of  the  said  bonds,  or  in  any  sinking  fund  payment,  or 
in  respect  of  any  other  condition,  covenant  or  agree- 
ment in  said  bonds  or  in  said  indenture  contained,  the 
principal  of  all  of  said  bonds  may  forthwith  become  due 
and  payable  as  provided  in  said  indenture. 

This  bond  may  be  registered  in  the  name  of  the  owner, 
as  to  the  payment  of  the  principal  thereof,  at  the  princi- 
pal office  of  the  Trustee,  and  when  so  registered  a certifi- 
cate of  such  registration  shall  be  endorsed  hereon.  Upon 
such  registration,  only  such  registered  owner,  or  the  legal 
representatives  of  such  owner,  shall  be  entitled  to  receive 
the  principal  hereof,  and  no  transfer  shall  be  valid  un- 
less made  at  said  office  by  the  registered  owner  hereof 
in  person  or  by  his  duly  authorized  attorney  and  similar- 
ly noted  hereon.  This  bond,  may,  however,  be  again 
made  transferable  by  delivery,  by  registering  the  same 
at  the  aforesaid  office  to  bearer  and  having  the  certificate 
of  such  registration  endorsed  hereon,  and  this  bond  shall 
be  subject  to  successive  registrations  in  the  name  of  the 
owner  or  to  bearer,  as  aforesaid.  No  such  registration 
shall  affect  the  negotiability  of  the  coupons  by  delivery 
thereof. 

No  owner  or  holder  of  this  bond  shall  assert  against 
any  stockholder,  officer  or  director  of  the  Company  any 
personal  liability  with  respect  to  this  bond  or  the  cou- 


5 


pons  thereto  belonging  in  any  manner  whatsoever,  it 
being  expressly  agreed  that  any  and  all  liability,  either 
at  common  law  or  in  equity  or  by  statute,  of  every  such 
stockholder,  officer  and  director,  as  such,  is  hereby  waived 
and  released  as  a condition  of  and  consideration  for  the 
issue  and  delivery  of  this  bond. 

This  bond  shall  not  be  valid  or  obligatory  for  any  pur- 
pose unless  and  until  authenticated  by  the  certificate,  en- 
dorsed hereon,  of  the  Trustee  under  said  indenture. 

In  witness  whereof,  The  Cleveland  Electric  Illuminat- 
ing Company  has  caused  this  bond  to  be  signed  by  its 
President  or  Vice-President,  and  its  corporate  seal  to 
be  hereunto  affixed  and  attested  by  its  Secretary  or  As- 
sistant Secretary,  and  has  caused  the  attached  interest 
coupons  to  be  authenticated  by  the  fac-simile  signature 
of  its  Treasurer,  all  as  of  the  first  day  of  August,  1921. 

The  Cleveland  Electric  Illuminating  Company, 


Attest: 


By 


President. 


Secretary. 

[form  of  coupon  for  interest  maturing 
FEBRUARY  1st,  1932.] 

$35.00  No. 


Form  of 
interest 
PRIOR  TO  coupon : 

— to  Febru- 
ary 1,  1932. 


On  the  first  day  of , 19 .... , 

The  Cleveland  Electric  Illuminating  Company  will  pay 
to  the  bearer,  at  its  agency  in  The  City  of  New  York  or 
at  the  principal  office  of  The  Union  Trust  Com- 
pany in  the  City  of  Cleveland,  without  deduction 
for  taxes  (except  estate  or  inheritance  taxes  and 
Federal  income  taxes  in  excess  of  2%),  thirty- 
five  dollars  in  gold  coin  of  the  United  States  of 


6 


— on  and 
after 
February 
1932. 


Form  of 
Trustee ’s 
Certificate. 


America,  being  six  months’  interesit  then  due  on  its 
20-Year  7%  Sinking  Fund  Gold  Debenture  Bond, 


No , dated  August  1,  1921. 

[FORM  OF  COUPON  FOR  INTEREST  MATURING  ON  AND  AFTER 
FEBRUARY  1st,  1932.] 

$35.00  No 


On  the  first  day  of , 19 , 

The  Cleveland  Electric  Illuminating  Company  will  pay 
to  the  bearer,  at  its  agency  in  The  City  of  New  York  or 
at  the  principal  office  of  The  Union  Trust  Company  in 
the  City  of  Cleveland,  without  deduction  for  taxes  (ex- 
cept estate  or  inheritance  taxes  and  Federal  income  taxes 
in  excess  of  2%),  thirty-five  dollars  in  gold  coin  of  the 
United  States  of  America,  being  six  months’  interest  then 
due  on  its  20-Year  7%  Sinking  Fund  Gold  Debenture 

Bond,  No , dated  August  1, 1921,  unless  such  bond 

shall  have  been  called  for  previous  retirement. 


Treasurer. 


[form  of  trustee’s  certificate.] 


This  bond  is  one  of  the  bonds  described  in  the  within 
mentioned  indenture. 

The  Union  Trust  Company, 

Trustee. 


By 


and 

Whereas,  all  requirements  of  law  have  been  duly  com- 
plied with  to  make  this  Indenture  and  the  bonds  the  valid 
and  subsisting  agreement  and  obligations  of  the  Com- 
pany; 


7 


NOW,  THEREFORE,  THIS  INDENTURE  WITNESSETH,  that  for  Trust 

clause. 

and  in  consideration  of  the  premises  and  of  the  purchase 
and  acceptance  of  the  bonds  by  the  holders  thereof,  and 
of  the  sum  of  one  dollar,  lawful  money  of  the  United 
States,  by  each  party  to  the  other  in  hand  paid  at  or 
before  the  ensealing  and  delivery  of  these  presents,  the 
receipt  whereof  is  hereby  severally  acknowledged, 
and  in  order  equally  and  ratably  to  secure  the  due 
and  punctual  payment  of  the  principal  and  interest  of 
all  the  bonds  issued  hereunder  and  at  any  time  out- 
standing, according  to  their  tenor  and  effect,  without 
preference  or  priority  of  any  bond  or  bonds  over  others 
by  reason  of  a difference  in  time  of  actual  issuance  or 
otherwise,  it  is  covenanted  and  agreed  as  follows: 

ARTICLE  I. 

Section  1.  The  amount  of  bonds  which  may  be  issued  Amount,  de- 
under  this  Indenture  shall  not  exceed  at  any  time  the n01llif ation 
aggregate  outstanding  principal  sum  of  five  million  numbers  of 
dollars  face  value  thereof,  and  all  such  bonds  and  thebon'ls' 
interest  coupons  at  any  time  outstanding  shall  in  all  re- 
spects be  equally  and  ratably  secured  hereby,  without 
any  preference,  priority  or  discrimination  from  any 
cause.  The  said  bonds  shall  be  consecutively  numbered 
from  1 to  5,000,  both  inclusive,  and  shall  be  for  the  princi- 
pal sum  of  one  thousand  dollars  each. 

Section  2.  Upon  the  execution  and  delivery  of  this  issue, 
Indenture,  the  Company  may  forthwith  execute  and  de-tio^anT 
liver  to  the  Trustee,  and  the  Trustee  shall  thereupon  delivery  of 

. _ . bonds. 

authenticate  and  deliver  to  the  Company,  or  upon  its 
written  order,  all  of  the  bonds  authorized  to  be  issued 
hereunder,  with  all  unmatured  coupons  thereto  attached. 

Such  order  shall  be  executed  in  the  name  and  on  be- 
half of  the  Company  by  either  the  President,  a Vice- 
President,  the  Secretary,  or  the  Treasurer,  for  the  time 


8 


being  thereof.  No  bond  shall  be  deemed  valid  or  issued 
or  be  secured  hereby  unless  there  shall  be  endorsed 
thereon  the  certificate  of  the  Trustee,  substantially  in 
the  form  hereinbefore  recited,  that  it  is  one  of  the  bonds 
(or  temporary  bonds)  herein  described.  Such  authen- 
tication by  the  Trustee  endorsed  upon  any  such  bond 
executed  on  behalf  of  the  Company  shall  be  conclusive 
Matured  evidence  that  the  bond  so  authenticated  has  been  duly 
be"  canceled,  issued  hereunder.  All  coupons  maturing  before  the  de- 
livery of  the  bonds  to  the  Company  shall  be  cut  off  and 
cancelled  by  the  Trustee  before  such  delivery. 


Signatures 
of  former 
officers. 


Section  3.  In  case  the  officer  or  officers  of  the  Com- 
pany who  shall  have  signed  and  sealed  any  of  the  bonds, 
or  whose  fac-simile  signature  shall  have  been  attached 
to  any  of  the  coupons,  shall  cease  to  be  such  officer  or  offi- 
cers before  the  bonds  so  signed  and  sealed  shall  have 
been  actually  authenticated  and  delivered  by  the  Trustee, 
such  bond  or  bonds  may  nevertheless  be  issued,  authenti- 
cated and  delivered  as  though  the  person  or  persons  who 
shall  have  signed  and  sealed  such  bonds,  or  whose  fac- 
simile signature  shall  have  been  attached  to  any  of  the 
coupons,  had  not  ceased  to  be  such  officer  or  officers. 


Covenant  to  Section  4.  The  Company  covenants  that  upon  the  issue 
Layi8r8of  of  each  and  every  bond  hereby  secured  it  shall  and  will 
bonds.  pay  an  such  United  States  Internal  Revenue  and  other 
taxes  as  may  be  imposed  by  any  law  of  the  United  States 
of  America 'or  of  the  State  of  Ohio  or  of  the  State  of  New 
York  then  in  force  applicable  to  the  issue  of  such  bond, 
and  that  as  evidence  of  such  payment  it  will  cause  to  be 
affixed  to  each  bond  issued  hereunder  or  to  this  Inden- 
ture, and  duly  cancelled,  all  such  Internal  Revenue  and 
other  stamps,  and  that  it  will  cause  to  be  endorsed  or 
stamped  upon  each  such  bond  and  upon  this  Indenture 
such  statement  or  recital,  as  shall  be  necessary  to  com- 
ply with  any  and  every  such  law  then  in  force. 


9 


Section  5.  Until  the  definitive  bonds  to  be  issued  Temporary 
under  and  secured  by  this  Indenture  are  ready  for  de- 
livery, the  Company  may  execute,  and  upon  its  request 
the  Trustee  shall  authenticate  and  deliver,  in  lieu  of  such 
definitive  bonds,  temporary  printed  or  typewritten  bonds, 
or  a single  temporary  printed  or  typewritten  bond, 
without  coupons,  of  substantially  the  tenor  of  the  defini- 
tive bonds  to  be  issued  hereunder,  but  provision  for  the 
registration  thereof  may  be  omitted,  and  interest  on  such 
temporary  bonds,  when  and  as  payable,  shall  be  paid  and 
endorsed  thereon.  Such  temporary  bonds  shall  there- 
after be  exchangeable  by  the  holder  or  holders  thereof, 
at  the  principal  office  of  the  Trustee,  for  the  definitive 
bonds  secured  and  to  be  issued  hereunder,  and  shall  be  so 
exchanged  when  and  so  soon  as  the  definitive  bonds  can  be 
prepared  and  are  ready  for  delivery.  Upon  the  surrender 
of  such  temporary  bonds  for  exchange  the  Company  shall 
execute,  and  upon  the  cancellation  of  such  temporary 
bonds  the  Trustee  shall  authenticate  and  deliver  in  ex- 
change therefor,  a definitive  bond  or  definitive  bonds  of 
the  same  face  amount  as  the  temporary  bond  or  bonds 
surrendered.  Until  so  exchanged  the  temporary  bonds 
shall  be  entitled  to  and  shall  have  the  same  rights,  reme- 
dies and  securities  hereunder,  so  far  as  applicable,  as  the 
definitive  bonds  to  be  issued  hereunder.  All  expenses  in 
connection  with  the  preparation  of  the  said  definitive 
bonds  and  the  exchange  of  temporary  bonds  therefor 
shall  be  borne  by  the  Company. 

Section  6.  In  case  any  bond  or  the  coupons  thereto  Mutilated, 
appertaining  shall  become  mutilated  or  be  lost,  stolen,  or  ^’destroyed 
destroyed,  the  Company,  in  its  discretion,  may  issue,  andbonds  and 
thereupon  the  Trustee  shall  authenticate  and  deliver,  acoupons- 
new  bond  of  like  tenor  and  date,  bearing  the  same  issue 
number  as  the  one  mutilated,  lost,  stolen  or  destroyed,  in 
exchange  and  substitution  for,  and  upon  cancellation  of, 
the  mutilated  bond  or  coupons,  or  in  lieu  of  and  substitu- 


10 


tion  for  the  same,  if  lost,  stolen  or  destroyed.  In  case 
of  loss,  theft,  or  destruction,  the  applicant  for  a substitut- 
ed bond  or  coupons  shall  furnish  to  the  Company  and  the 
Trustee  evidence  of  the  loss,  theft,  or  destruction  of  such 
bond  or  coupons  so  lost,  stolen,  or  destroyed,  which  evi- 
dence must  be  satisfactory  to  the  Company  and  the  Trus- 
tee in  their  discretion ; and  the  said  applicant  must  also 
furnish  indemnity  satisfactory  to  both  of  them  in  their 
discretion. 

Covenant  to  Section  7.  The  Company  will  not  issue,  or  permit  to 
LTiy  b°n<ac-  issue(l,  any  bonds  hereby  secured  in  any  manner  other 
cordance  than  in  accordance  with  the  provisions  of  this  Indenture, 
slons  hereof.  and  the  agreements  in  that  behalf  herein  contained  and 
the  requirements  of  law,  and  it  will  not  negotiate,  sell 
or  dispose  of  any  of  the  bonds  save  in  accordance  with 
the  requirements  of  law. 


ARTICLE  II. 


Covenant  to 


Section  1.  The  Company  shall  and  will  pay  the  prin- 
and^in- °ipal  and  interest  of  the  bonds,  and  of  each  and  every 


terest  of 
bonds  with- 
out deduc- 
tion for 
taxes. 


one  thereof,  duly  and  punctually  according  to  the  terms 
thereof  and  of  this  Indenture,  without  deduction  from 
either  said  principal  or  interest  for  any  taxes,  assess- 
ments, or  governmental  or  other  charges  (except  estate 
or  inheritance  taxes  and  such  part  of  any  Federal  income 
tax  as  shall  be  in  excess  of  two  per  cent.)  which  the  Com- 
pany or  the  Trustee  may  be  required  or  permitted  to  pay 
thereon  or  to  retain  therefrom  under  or  by  reason  of 
any  present  or  future  law  of  the  United  States  of 
America,  or  of  any  state,  county,  municipality  or  other 
taxing  authority  therein,  the  Company  hereby  agreeing 
to  pay  all  such  taxes,  assessments  and  charges. 


Covenant  to 
refund 
Pennsyl- 
vania tax. 


Section  2.  The  Company  shall  and  will  reimburse  to 
the  holder  of  any  bond  issued  hereunder,  when  paid  by  or 
on  behalf  of  said  holder,  all  taxes  (other  than  succession 


11 


and  inheritance  taxes)  assessed  by  the  State  of  Pennsyl- 
vania, or  any  subdivision  thereof,  upon  such  bond  or  the 
interest  thereon,  or  upon  said  holder  as  a resident  of 
said  State,  by  reason  of  the  ownership  thereof,  upon  a 
duly  verified  request  for  such  reimbursement,  stating  the 
issue  number  of  said  bond  and  setting  forth  the 
owner’s  place  of  residence  and  the  fact  of  own- 
ership at  the  date  when  such  tax  was  assessed  and 
that  such  tax  was  assessed  upon  and  paid  by  or  for  ac- 
count of  said  holder  as  a resident  of  the  State  of  Pennsyl- 
vania, owning  said  bond.  Such  request  shall  be  made 
to  the  Trustee,  hereby  constituted  the  agent  of  the  Com- 
pany in  that  behalf,  in  writing  at  its  principal  office  in  the 
City  of  Cleveland,  Ohio,  within  the  period  of  ninety  days 
from  the  date  of  each  and  every  payment  of  such 
tax  by  said  holder.  The  Company  shall  not  be 
liable  to  reimburse  said  holder  for  any  tax  un- 
less such  request  be  made  within  such  period,  and 
it  shall  in  no  event  be  liable  to  reimburse  said  holder  for 
any  interest  or  penalty  assessed  upon  or  paid  in  addition 
to  the  amount  of  said  tax  as  originally  assessed.  Pro- 
vided, further,  that  the  maximum  liability  of  the  Com- 
pany under  this  section  in  respect  of  any  bond  and/or 
the  interest  thereon  shall  not  in  any  year  exceed  a sum 
equal  to  four-tenths  of  one  per  cent,  of  the  principal 
amount  of  the  bond. 


Section  3.  The  Company  covenants  and  agrees  thatCovenant  to 
it  will  keep  an  agency  in  the  Borough  of  Manhattan  of  Thejj^P  agy“c£ 
City  of  New  York,  N.  Y.,  for  the  payment  of  the  prin-  City  for  pay- 
cipal  and  interest  of  the  bonds,  and  at  the  option  of  the™^”^ 
bondholder  said  principal  and  interest  shall  be  payable  and  interest, 
at  said  New  York  agency  or  at  the  principal  office  of  the 
Trustee.  If  the  company  fails  to  keep  such  agency,  the 
principal  and  interest  of  the  bonds  shall  be  payable  at  the 
said  office  of  the  Trustee.  Any  notice  or  demand  by  any  Notices  and 
bondholder  upon  the  Company  shall  be  due  and  suffi  how^iven. 


12 


cient  notice  or  demand  for  each  and  every  purpose  here- 
under if  made  either  at  said  New  York  agency  or  at  the 
principal  office  of  the  Trustee.  Any  notice  or  demand  which 
by  any  provision  of  this  Indenture  is  required  or  provided 
to  be  given  or  served  by  the  Trustee  on  the  Company, 
shall  be  deemed  to  have  been  sufficiently  given  and  served, 
for  all  purposes,  by  being  deposited,  postage  prepaid,  in 
a post-office  letter  box  in  the  City  of  Cleveland,  Ohio, 
addressed  as  follows : The  Cleveland  Electric  Illuminat- 
ing Company,  Cleveland,  Ohio. 

Registration  Section  4.  The  Company  covenants  and  agrees  that  it 
to  principal8 will  keep  books  for  the  registering  of  the  bonds,  as  to  the 
payment  of  the  principal  thereof,  at  the  principal  office  of 
the  Trustee  in  the  City  of  Cleveland,  and  that  it  will,  at 
such  office  and  under  such  reasonable  regulations  as  it  may 
prescribe,  register  any  of  the  bonds  presented  by  any 
bondholder  for  registration  free  of  expense  to  such  hold- 
er. Such  registration  shall  be  noted  on  the  bond  and 
shall  be  subject  to  each  and  every  of  the  provisions  con- 
tained in  the  form  of  bond  hereinbefore  set  forth.  The 
Trustee  is  hereby  appointed  the  bond  registrar  of  the 
Company  for  all  purposes  of  this  section. 

Paid  bonds  Section  5.  All  bonds  and  coupons  when  paid,  whether 
and  coupons  matUrity  or  upon  retirement  thereof  or  otherwise  here- 

to  be  can-  J ^ 

ceiled.  under,  shall  forthwith  be  duly  cancelled,  and  no  bond  or 
coupon  under  this  Indenture  shall  in  any  event  be  issued 
in  the  place  thereof  or  in  substitution  therefor  or  in  suc- 
cession thereto. 

ARTICLE  III. 

Covenant  as  Section  1.  The  Company  covenants  and  agrees  that  in 
fundDking  calendar  year  1922  and  in  each  and  every  calendar 
year  thereafter,  until  the  principal  and  interest  of  the 
bonds  hereby  secured  and  at  any  time  issued  hereunder 
shall  have  been  fully  paid  or  the  moneys  to  pay  or  retire 


13 

the  same  shall,  as  hereinafter  provided,  have  been  deposit- 
ed with  the  Trustee,  the  Company  will  set  aside  and 
pay  to  some  one  or  more  hanks  and  trust  companies  do- 
ing business  in  the  Borough  of  Manhattan  of  The  City 
of  New  York,  and/or  in  the  City  of  Cleveland,  Ohio, 
in  cash,  to  be  held  by  such  depositaries  as  and  for  ad- 
ditional security  for  the  bonds  hereunder,  the  sum  of  One 
hundred  and  twenty-five  thousand  Dollars  ($125,000) 
per  annum.  Such  sum  shall  be  paid  semi-annually,  in  semi-annual 
equal  instalments  of  Sixty-two  thousand  five  hundred payinents- 
Dollars  ($62,500)  each,  on  or  before  the!  1st  day  of  April 
and  the  1st  day  of  October  in  each  year.  Each  such 
semi-annual  payment  is  hereinafter  sometimes  called  a 
“sinking  fund  payment.”  The  Company  will  within  fif- 
teen days  after  the  making  of  each  sinking  fund  payment 
file  with  the  Trustee  written  evidence  of  the  receipt  there- 
of by  such  depositary  or  depositaries. 

In  lieu  of  any  such  cash  sinking  fund  payment,  or  any  Delivery  of 
part  thereof,  the  Company  shall  have  the  right  to  deliver  ^°*dsofmeash 
to  the  Trustee  bonds  of  this  issue  at  the  face  value  there- payments, 
of.  Provided,  however,  that  the  bonds  so  delivered  to 
the  Trustee  shall  have  been  purchased  or  otherwise  ac- 
quired by  the  Company  within  the  six  calendar  months 
immediately  preceding  the  due  date  of  the  cash  sinking 
fund  payment  in  lieu  of  which  or  of  any  part  of  which 
said  bonds  are  delivered.  All  bonds  so  delivered  to  the 
Trustee  shall  be  accompanied  by  a certificate,  duly  veri- 
fied by  the  President  or  a Vice-President  and  the  Treas- 
urer or  an  Assistant  Treasurer  of  the  Company,  specify- 
ing the  issue  numbers  of  said  bonds  and  the  date  or  re- 
spective dates  on  which  said  bonds  were  purchased  or  ac- 
quired by  the  Company. 

Section  2.  The  moneys  thus  set  aside  and  paid  by  the  Purchase  of 
Company  shall  constitute  a Sinking  Fund  and  shall  be  public  ^r 
applied  by  the  Company  in  the  purchase  of  bonds  issued  private  sale, 
and  outstanding  hereunder  at  a price  for  each  bond  not 
exceeding  the  face  value  of  said  bond  and  the 
interest  accrued  thereon  to  the  date  of  purchase. 


14 


Return  of 
unexpended 
balances  to 
Company. 


The  amount  of  the  accrued  interest  upon  any  such  pur- 
chase shall  not,  however,  be  paid  out  of  the  Sinking’  Fund 
but  shall  be  supplied  by  the  Company  at  the  time  of  the 
purchase.  Such  purchase  of  bonds  may  he  made  by  the 
Company  at  any  broker’s  board  or  at  public  or  private 
sale  as  the  Board  of  Directors  of  the  Company  or  the 
Executive  Committee  of  said  Board  may  from  time  to 
time  determine,  and  it  may  employ  for  such  purpose 
bankers,  brokers  or  other  agents,  in  its  discretion.  From 
time  to  time  after  any  such  sinking  fund  payment  date 
the  Company  shall,  with  all  reasonable  despatch,  de- 
liver to  the  Trustee  bonds  of  this  issue  so  purchased 
by  it,  together  with  a statement  duly  verified  by  the 
President  or  a Vice-President  or  the  Treasurer  of  the 
Company  specifying  the  issue  numbers  and  aggregate 
principal  amount  of  the  bonds  so  purchased  and  de- 
livered by  it,  and  the  price  paid  by  the  Company 
therefor. 

Section  3.  If,  at  the  expiration  of  ninety  days 
next  ensuing  the  date  upon  which  each  such  sinking 
fund  payment  was  due,  the  Company  shall  have 
been  unable  to  purchase  as  aforesaid,  at  a price 
not  exceeding  the  face  value  thereof  and  the  ac- 
crued interest  thereon,  sufficient  bonds  of  this  is- 
sue to  exhaust  the  amount  of  the  sinking  fund 
payment  so  made,  the  Company  shall  make  a certificate 
to  that  effect  specifying  the  amount  of  bonds  purchased 
during  said  ninety  day  period,  the  price  paid  therefor, 
and  the  extent  to  which  such  purchases  are  insufficient 
to  exhaust  the  amount  of  the  sinking  fund  payment. 
Such  certificate  shall  be  duly  verified  by  the  President 
or  a Vice-President  and  the  Treasurer  or  an  Assistant 
Treasurer  of  the  Company  and  shall  be  filed  with  the 
Trustee  within  the  fifteen  days  next  ensuing  the  close 
of  said  ninety  day  period.  Thereupon  the  Trustee,  un- 
less it  shall  desire  a period  of  not  exceeding  fifteen  days 
within  which  to  make  independent  inquiry  into  the 


15 


facts  as  hereinafter  permitted,  shall  forthwith  con- 
sent in  writing  that  the  Company  apply  for  its  gen- 
eral corporate  purposes  the  unexpended  balance  then  re- 
maining in  the  Sinking  Fund;  and  upon  receipt  of  such 
consent  the  Company  may  so  apply  said  balance  in  its 
discretion.  However,  if  such  balance  amount  to  only 
one  thousand  dollars  or  less,  the  Company  shall  not  apply 
it  to  general  purposes  but  shall  carry  it  over 
and  add  it  to  the  next  sinking  fund  payment. 

Any  certificate  thus  filed  with  the  Trustee  may 
be  treated  by  the  Trustee  as  full  and  conclu- 
sive evidence  of  the  facts  therein  set  forth,  and  the 
Trustee  shall  be  fully  protected  in  acting  in  reliance 
upon  any  such  certificate.  Nevertheless,  the  Trustee  may 
in  its  discretion  make  other  or  further  inquiry  into  the 
facts  and  shall  be  fully  protected  in  anything  it  may  do 
or  not  do  in  reliance  upon  such  independent  investigation. 

Should  such  investigation  disclose  that  bonds  hereunder 
may  be  bought  at  not  exceeding  the  said  price,  the  Trus- 
tee in  its  discretion  may  direct  that  the  Company  apply 
the  balance  in  the  Sinking  Fund  in  the  purchase  of  bonds 
hereunder  at  not  exceeding  the  face  value  thereof  and 
the  accrued  interest  thereon  to  the  date  of  purchase,  and 
thereupon  the  Company  shall  forthwith  so  apply  said 
balance,  and  supply  the  amount  of  any  accrued  interest. 
However,  should  the  Trustee  not  give  such  direction  with- 
in fifteen  days  after  receipt  by  it  of  the  certificate  from 
the  Company,  the  Company  shall  be  entitled  to  apply  the 
balance  in  the  Sinking  Fund,  if  the  same  be  in  excess 
of  one  thousand  dollars,  for  its  general  corporate  pur- 
poses. 

Section  4.  All  bonds  so  purchased  and/or  delivered  toBomls  pur. 
the  Trustee  for  account  of  the  Sinking  Fund  shall  be  in  phased  for 
negotiable  form  and  in  full  force  and  effect  as  bonds  issu- Fund  to  be 
ed  and  outstanding  hereunder,  and  all  unmatured  coupons  herein, den'  ' 
pertaining  to  said  bonds,  shall  be  attached  thereto.  Upon 
receipt  of  said  bonds  by  the  Trustee  the  same  shall  forth- 


16 


with  be  duly  cancelled  together  with  the  coupons  per- 
taining thereto.  Such  bonds  shall  cease  to  draw  interest, 
shall  not  thereafter  be  deemed  to  be  outstanding  for  anv 
purpose  hereunder,  and  no  bond  or  coupon  under  this 
Indenture  shall  in  any  event  be  issued  in  the  place  there- 
of or  in  substitution  therefor  or  in  succession  thereto. 

ARTICLE  IV. 

Company  Section  1.  On  and  after  August  1st,  1931,  the  Com- 
bonds^on6  Pany  shall  have  the  right  to  retire,  on  any  semi-annual 
any  interest  interest  date,  all  or  any  part  of  the  bonds  then  out- 
standing at  the  following  prices  for  each  bond: 

Retirement  If  such  retirement  be  made  as  of  August  1st,  1931, 
prmes.  ()r  February  1st,  1932,  at  one  hundred  and  five  per  centum 
(105%)  of  the  face  value  thereof  and  the  accrued  in- 
terest thereon. 

If  such  retirement  be  made  as  of  August  1st,  1932, 
or  February  1st,  1933,  at  one  hundred  and  four  and  one- 
half  per  centum  (1041/2%)  of  the  face  value  thereof  and 
the  accrued  interest  thereon. 

If  such  retirement  be  made  as  of  August  1st,  1933, 
or  February  1st,  1934,  at  one  hundred  and  four  per 
centum  (104%)  of  the  face  value  thereof  and  the  ac- 
crued interest  thereon. 

If  such  retirement  be  made  as  of  August  1st,  1934, 
or  February  1st,  1935,  at  one  hundred  and  three  and 
one-half  per  centum  (103i/2%)  of  the  face  value  there- 
of and  the  accrued  interest  thereon. 

If  such  retirement  be  made  as  of  August  1st,  1935, 
or  February  1st,  *1936,  at  one  hundred  and  three  per 
centum  (103%)  of  the  face  value  thereof  and  the  ac- 
crued interest  thereon. 

If  such  retirement  be  made  as  of  August  1st,  1936, 
or  February  1st,  1937,  at  one  hundred  and  two  and  one- 
half  per  centum  (102*4%)  of  the  face  value  thereof  and 
the  accrued  interest  thereon. 

If  such  retirement  be  made  as  of  August  1st,  1937 


17 


or  February  1st,  1938,  at  one  hundred  and  two  per  cen- 
tum (102%)  of  the  face  value  thereof  and  the  accrued 
interest  thereon. 

If  such  retirement  be  made  as  of  August  1st,  1938, 
or  February  1st,  1939,  at  one  hundred  and  one  and  one- 
half  per  centum  (101%%)  of  the  face  value  thereof  and 
the  accrued  interest  thereon. 

If  such  retirement  be  made  as  of  August  1st,  1939, 
or  February  1st,  1940,  at  one  hundred  and  one  per  cen- 
tum (101%)  of  the  face  value  thereof  and  the  ac- 
crued interest  thereon. 

If  such  retirement  be  made  as  of  August  1st,  1940, 
or  February  1st,  1941,  at  one  hundred  and  one-lialf  per 
centum  (100;%%)  of  the  face  value  thereof  and  the  ac- 
crued interest  thereon. 

Section  2.  Whenever  and  as  often  as  the  Company  Retirement, 
shall  elect  so  to  retire  any  of  the  bonds,  the  Board  of 
Directors  of  the  Company  shall  adopt  a resolution  setting  Company, 
forth  the  election  of  the  Company  to  retire  bonds  here- 
under, the  amount  of  the  bonds  so  to  be  retired,  and  the  in- 
terest day  as  of  which  such  retirement  is  to  be  made, 
and  shall,  not  less  than  sixty  days  nor  more  than  ninety 
days  prior  to  the  interest  day  so  designated,  deliver 
to  the  Trustee  a copy  of  such  resolution  duly  authenti- 
cated by  the  Secretary  or  an  Assistant  Secretary  of  the 
Company  under  its  corporate  seal.  If  such  proposed 
retirement  shall  be  of  less  than  all  of  the  outstanding 
bonds,  the  Trustee  shall  thereupon  immediately  draw 
by  lot,  from  the  total  number  of  the  bonds  then  out- 
standing, the  amount  of  bonds  which  the  Company  shall  Notice  of 
have  so  elected  to  retire.  Notice  of  the  retirement  of  retirement‘ 
the  bonds,  as  aforesaid,  the  retirement  price,  and,  if  such 
retirement  be  of  less  than  all  of  the  outstanding  bonds,  the 
issue  numbers  of  the  bonds  so  drawn  for  retirement,  shall 
thereupon  be  published  by  the  Trustee  in  a daily  news- 
paper of  general  circulation  published  in  the  Borough  of 


18 


Payment  of 

retirement 

price. 


Manhattan  of  The  City  of  New  York,  and  in  a daily  news- 
paper of  general  circulation  published  in  the  City  of 
Cleveland,  at  least  once  a week  for  four  successive  weeks 
beginning  not  less  than  thirty  days  before  such  interest 
day. 

If  the  Company  shall  so  elect  to  retire  bonds  here- 
under it  shall  at  least  five  days  before  the  retirement  date 
specified  in  said  notice,  pay  to  the  Trustee  for  each  bond 
so  to  be  retired  a sum  equal  to  the  retirement  price  here- 
inbefore specified,  including  the  interest  on  such  bond  in 
full  to  the  semi-annual  interest  day  upon  which  such 
retirement  is  to  be  made,  and  thereupon,  provided  such 
notice  by  publication  has  been  given  and  the  amount  for 
the  retirement  of  said  bonds  has  been  so  paid  to  the 
Trustee  and  remains  available  for  the  retirement  thereof, 
the  interest  on  the  bonds  so  designated  shall  cease  from 
such  interest  day,  whether  the  said  bonds  be  presented 
for  retirement  or  not,  and  the  coupons  representing  the 
interest  on  said  bonds  thereafter  to  accrue  shall  from 
that  date  be  void  and  of  no  effect,  and  the  Company  shall 
not  thenceforth  be  liable  for  the  payment  of  any  of  the 
said  interest. 


Notice  of  Section  3.  In  case  any  bond  drawn  for  retirement 
of^registered  Pursuant  the  provisions  of  Section  2 of  this  Article 
bonds.  is  registered,  a copy  of  the  notice  of  retirement  shall  be 
mailed  by  the  Trustee  to  the  registered  owner  of  such 
bond  at  his  last  registered  post  office  address  at  least 
thirty  days  prior  to  the  day  upon  which  such  retirement 
is  to  be  made.  Such  notice  by  mail  shall  not,  however, 
be  a condition  precedent  to  such  retirement  nor  shall 
failure  to  give  such  notice  constitute  a default  hereunder. 


Bonds  called  Section  4.  If  any  bond  called  for  retirement  is  not 
for  retire-  presented  for  retirement  at  the  time  and  place  specified 

ment  not  to  1 A A 

draw  inter-  in  the  notice  of  retirement  thereof,  the  Trustee  shall 
after.1'" ° credit  to  such  bond  the  retirement  price  thereof  and  the 


19 


interest  accrued  thereon  to  the  date  of  retirement  and 
shall  pay  over  the  sum  so  credited  to  such  bond  to  the 
holder  or  registered  owner  thereof  upon  surrender  of 
said  bond  with  all  the  coupons  thereunto  belonging 
maturing  on  and  after,  said  retirement  date.  The  sum 
so  credited  to  bonds  which  have  not  been  presented  for 
retirement  shall  not  bear  interest,  and  the  holders  of 
such  bonds  shall  thereafter  look  only  to  the  sum  on 
deposit  with  the  Trustee  to  the  credit  of  such  bonds  for 
the  payment  thereof. 

Section  5.  If  any  bond  shall  have  been  called  for®0,Kls  .caJled 

••  ...  , ^0r  re^lre" 
retirement  pursuant  to  the  provisions  of  this  Article  andment  not 

if,  on  or  before  the  date  designated  for  such  retirement, ae^ed^out- 
there  shall  have  been  paid  to  the  Trustee  the  amount  for  standing, 
the  retirement  thereof,  then,  even  though  such  bond  shall 
not  have  been  presented  for  retirement,  it  shall  not  there- 
after be  deemed  to  be  outstanding  for  any  purpose  here- 
under, except  to  receive  from  the  Trustee  payment  of  the 
sum  so  deposited  with  the  Trustee  for  the  principal 
thereof  and  the  premium  thereon  and  the  interest  thereon 
to  the  date  designated  in  the  notice  of  retirement. 

Section  6.  The  expenses  of  any  and  all  advertisements  Company  to 
and  publication  and  service  of  notice  under  the  provi- of  ynotmes^CS 
sions  of  this  Article  shall  be  paid  by  the  Company.  etc- 

ARTICLE  V. 

The  Company  covenants  and  agrees  as  follows:  Covenants  of 

Company: 

Section  1.  That  the  recitals  of  facts  and  the  state-- 'V.uth  of 

recitals; 

ments  contained  herein  and  in  the  bonds  herein  provided 
for  are  true. 

Section  2.  That  it  will  from  time  to  time,  on  the  de-— to  furnish 
mand  of  the  Trustee,  furnish  the  Trustee  with  due  and  statements 
satisfactory  proof  of  the  amount  of  any  and  all  interest10  Trustee; 


20 


— to  allow 
Trustee  to 
examine 
books  and 
property ; 


moneys  paid  on  the  bonds,  and  each  of  them.  The  Com- 
pany will  also  furnish  the  Trustee,  at  any  time  that 
the  latter  may  so  request  in  writing,  a verified  statement 
of  the  operations,  earnings,  assets  and  liabilities  of  the 
Company,  and  such  other  information  as  may,  in  the 
Trustee’s  sole  judgment,  be  necessary  and  proper  to  give 
to  it  sufficient  grounds  for  the  taking  or  not  taking  of  any 
action,  or  the  doing  or  not  doing  of  any  thing,  required 
or  permitted  to  be  taken  or  done  by  it  hereunder;  and 
the  Company  will  permit  the  Trustee  or  its  agents,  upon 
like  request,  at  any  time,  to  examine  the  Company’s 
premises,  property,  records,  papers,  documents,  and 
books  of  account. 


—to  comply  Section  3-  That  it  will  comply  with  all  the  require- 
state^T  °f  ments  of  the  laws  of  the  State  of  Ohio  in  order  to  author- 
0hioJ  ize  the  Company,  and  that  the  Company  is  under  said 
laws  duly  authorized,  to  execute  and  deliver  this  Inden- 
ture and  to  issue  and  sell  the  bonds ; and  that  the  Com- 
pany will  not  suffer  or  permit  any  default  to  occur  under 
this  Indenture,  but  will  faithfully  observe  and  perform 
all  the  conditions,  covenants  and  requirements  hereof. 


—to  main-  Section  4.  That  it  will  at  all  times  do  or  cause  to  be 
rate  ex°ist°  done  all  things  necessary  to,  and  wall  diligently  pre- 
ence>  serve  and  keep  in  full  force  and  effect,  its  corporate  exist- 
ence and  all  its  rights  and  privileges  now  existing,  or 
which  may  hereafter  be  granted  or  conferred  by  law, 
or  otherwise,  and  whenever  necessary  to  that  end  will 
comply  with  the  laws  of  the  State  of  Ohio  and  with  the 
laws  of  any  other  state,  territory,  county  or  municipality, 
or  of  the  United  States,  or  of  any  foreign  country,  or 
of  any  dependency  thereof,  in  which  it  may  from  time 
to  time  transact  its  business,  in  such  manner  and  form 
as  counsel  shall  advise. 


Section  5.  That  it  will  from  time  to  time  promptly  pay 


21 


and  discharge  all  taxes,  assessments  and  governmental  or— to  pay 
other  charges,  and  all  statutory  liens, lawfully  levied  or  im-  assessments 
posed  upon  any  of  its  franchises  or  property  or  upon  the  ^rg°tsh.er 
income  and  profits  thereof.  It  will,  at  maturity  thereof, 
duly  and  punctually  pay  all  its  lawful  indebtedness,  de- 
fault in  the  payment  of  which  might  impair  the  security 
for  the  bonds  hereunder.  Provided,  however,  that  noth- 
ing in  this  section  contained  shall  require  the  Company  Company 
to  pay,  discharge  or  make  provision  for  the  satisfaction  ^Mity^f8 
and  discharge  of  any  such  taxes,  assessments,  charges, taxes' 
liens  or  indebtedness  so  long  as  it  shall,  in  good  faith 
and  by  appropriate  legal  proceedings,  contest  the 
validity  thereof. 

Section  6.  That  it  will  at  all  times,  at  its  own  cost— to  keep 
and  expense,  maintain,  preserve  and  keep  all  of  itsfepair^and” 
premises  and  properties,  including  all  extensions  thereof  insure<b 
and  additions  thereto,  and  every  part  thereof,  in  good 
repair,  working  order  and  condition,  and  will  at  all  times 
actively  conduct  and  prosecute  its  business  to  the  best 
of  its  ability  and  will  at  its  own  cost  and  expense  insure 
and  keep  insured  against  loss  or  damage  by  fire,  in 
responsible  insurance  companies,  all  its  property  usually 
insured  by  like  companies  similarly  situated,  and  in  the 
same  manner  and  to  the  same  extent;  and  that  it  will 
during  all  such  time  fully  comply  with  all  the  provisions 
and  terms  of  such  insurance  policies. 

Section  7.  That  it  will  at  all  times  duly  observe  and— t0  per- 
fully  perform  the  covenants,  terms  and  conditions  of  itsnants  of 
First  Mortgage  dated  April  1st,  1909,  made  by  it  to  The  P™eg  ^°rt' 
Citizens  Savings  & Trust  Company  and  Acosta  Nichols,  indentures; 
as  Trustees,  and  of  its  Trust  Indenture  dated  July  1st, 

1920,  made  by  it  to  Central  Union  Trust  Company  of 
New  York,  as  Trustee,  and  will  not  suffer  or  permit 
any  default  under  either  said  mortgage  or  trust  inden- 
ture. It  shall  and  will,  also,  duly  observe  and  fully  per- 


22 


form  the  covenants,  terms  and  conditions  of  any  mort- 
gage or  indenture  hereafter  created  by  it  to  secure  in- 
debtedness taking  precedence  over  the  bonds  hereunder, 
and  it  will  not  suffer  or  permit  any  default  under  any 
such  mortgage  or  indenture  which  might  impair  the 
security  for  the  bonds  hereunder. 


— not  to 
issue  other 
bonds,  etc., 
unless  net 
earnings  are 
1 % times 
interest 
charges. 


‘ 1 funded 

debt” 

defined, 


“net 

earnings  ’ ’ 
defined, 


Section  8.  That  so  long  as  any  of  the  bonds  hereby 
secured  are  outstanding  it  shall  not  and  will 
not  make  or  issue  any  bonds,  notes  or  other  evidences 
of  indebtedness  payable  more  than  twelve  months  from 
the  date  of  issuance  thereof,  unless  the  net  earnings  of 
the  Company,  calculated  and  defined  as  hereinafter  pro- 
vided and  applicable  to  interest  charges,  for  any  twelve 
(12)  consecutive  calendar  months  within  the  fifteen  (15) 
calendar  months  immediately  preceding  the  date  of  is- 
suance, shall  be  at  least  one  and  three-quarter  (1-3/4) 
times  the  interest  charges  for  one  year  upon  all  funded 
debt  of  the  Company  then  outstanding  and  upon  the  ob- 
ligations proposed  to  be  issued.  As  herein  used,  the 
term  “funded  debt”  shall  include  and  mean  any  bonds, 
notes  or  other  evidences  of  indebtedness  payable  more 
than  twelve  months  from  the  date  of  issuance  thereof. 
For  the  purpose  of  this  section  the  net  earnings  of  the 
Company  shall  be  calculated  as  follows:  From  the  ag- 
gregate gross  revenue  of  the  Company  from  all  sources, 
there  shall  be  deducted  all  expenses  of  the  Company  in- 
curred in  or  in  connection  with  the  conduct  of  its  business 
or  the  operation  of  its  plants  or  properties  or  otherwise 
in  producing  such  gross  revenue,  including  in  such  ex- 
penses all  liabilities  incurred  for  rentals,  taxes  and  insur- 
ance, for  repairs,  renewals  and  maintenance,  and  for  in- 
terest upon  and  all  expense  of  obtaining  borrowed  money, 
properly  chargeable  against  said  twelve  months  period, 
but  in  determining  such  net  earnings  no  deduction  shall 
be  made  for  depreciation  or  deferred  upkeep,  nor  for 
payments  (including  bond  purchases)  to  or  for  account 


23 


of  the  Sinking  Fund  hereunder,  nor  for  interest  paid 
upon  the  funded  debt,  nor  for  interest  paid  upon  any 
then  outstanding  current  obligations  intended  to  be  re- 
funded by  or  through  the  obligations  then  proposed  to  be 
issued,  nor  for  payments  made  in  the  retirement  of  bonds 
hereunder.  Provided,  however,  that  nothing  contained  Refunding 
in  this  section  shall  be  taken  to  prohibit  the  Company  Permitted- 
from  issuing  in  its  discretion  bonds,  notes  or  other  evi- 
dences of  indebtedness  for  the  purpose  of  retiring  or 
refunding  all  or  any  part  of  its  funded  debt  so  long 
as  the  total  face  amount  of  funded  debt  of  the  Company 
is  not  thereby  increased. 

Section  9.  That  so  long  as  any  of  the  bonds  hereby— to 
secured  are  outstanding  it  shall  not  and  will  not  make  etc.,  except  ’ 
or  issue  any  bonds,  notes  or  other  evidences  of  indebted- for  refoln^‘ 
ness  payable  more  than  twelve  months  from  the  date  of  new 
of  issuance  thereof,  except  pioperty. 

(1)  Bonds  issued  under  and  pursuant  to  the  provi- 
sions of  its  First  Mortgage,  dated  April  1st,  1909,  to  The 
Citizens  Savings  & Trust  Company  of  Cleveland,  Ohio, 
and  Acosta  Nichols  of  the  City  of  New  York,  as  Trustees, 
and  of  its  Trust  Indenture,  dated  July  1st,  1920,  to 
Central  Union  Trust  Company  of  New  York,  as  Trustee, 
which  bonds  may  be  issued  in  the  manner  and  to  the 
extent  provided  in  said  mortgage  and  said  trust 
indenture  respectively,  subject  to  the  restrictions  speci- 
fied in  Section  8 of  this  Article. 

(2)  Bonds,  notes  and  other  evidences  of  indebtedness 
issued  in  payment  for  additions,  betterments  and  im- 
provements, made  or  acquired  subsequent  to  October  29, 

1920,  of  or  to  the  plants  and  properties  of  the  Company, 
to  an  aggregate  principal  amount  thereof  which  shall 
not  exceed  eighty  per  cent.  (80%)  of  the  cash  cost  to 
the  Company  of  the  additions,  betterments  and  improve- 
ments in  respect  of  which  said  bonds,  notes  or  evidences 
of  indebtedness  are  issued.  But  no  bonds,  notes  or 
other  evidences  of  indebtedness  may  be  issued  under 


24 


subdivision  (1)  or  this  subdivision  (2)  in  respect  of  ad- 
ditions, betterments  or  improvements  against  which 
bonds,  notes  or  other  evidences  of  indebtedness  shall 
have  been  issued  under  either  of  said  subdivisions. 
Bonds  and  notes  issued  under  this  subdivision  (2)  may  be 
issued  under  and  secured  by  the  same  mortgage  or 
agreement  as  bonds  and  notes  issued  under  subdivision 
(3),  or  said  bonds  and  notes  may  be  issued  under  separ- 
ate mortgages  or  agreements  or  be  unsecured.  For  the 
purpose  of  this  subdivision  (2),  bonds  issued  and  out- 
standing under  this  Indenture  shall  be  included  when 
computing  the  amount  of  bonds,  notes  or  evidences  of 
indebtedness  that  have  been  issued  against  additions, 
betterments  and  improvements  made  or  acquired  sub- 
sequent to  October  29,  1920. 

(3)  Bonds,  notes  and  other  evidences  of  indebtedness 
issued  for  the  purpose  of  retiring  or  refunding  all  or 
any  part  of  the  following,  if  and  so  long  as  the  total  face 
amount  of  the  funded  debt  of  the  Company  is  not  thereby 
increased,  viz : 

bonds  heretofore  or  hereafter  issued  under  said 
First  Mortgage  of  April  1st,  1909; 

bonds  heretofore  or  hereafter  issued  under  said 
Trust  Indenture  of  July  1st,  1920; 

bonds,  notes  and  other  evidences  of  indebted- 
ness issued  pursuant  to  the  provisions  of  sub- 
division (2),  including  the  bonds  issued  under 
tliis  Indenture; 

bonds,  notes  and  other  evidences  of  indebted- 
ness hereafter  issued  for  refunding  bonds,  notes 
and  other  evidences  of  indebtedness  hereafter 
issued  pursuant  to  the  provisions  of  this  sub- 
division (3). 

The  provisions  of  Section  8 are  independent  of  the  pro- 
visions of  Section  9 of  this  Article,  and  no  bonds,  notes 


25 


or  other  evidences  of  indebtedness  shall  be  made  or 
issued  except  in  compliance  with  the  restrictions  specified 
in  each  of  said  sections. 


Section  10.  That  in  the  authorizing  and  issuance  of— to  comply 
the  bonds  under  this  Indenture  it  has  complied  and  willsions  |’f° ^'r. 
in  all  respects  comply  with  the  provisions  of  subdivision ^-^^ourth 
(e)  of  Article  Fourth  of  the  copy  and  certificate  of  amend- of  incorpo- 
ment  to  the  Articles  of  Incorporation  of  the  Company, iatl0n’ 
which  copy  and  certificate  are  dated  the  30th  day  of  Octo- 
ber, 1920,  and  were  on  the  said  30th  day  of  October,  1920, 
filed  in  the  office  of  the  Secretary  of  State  of  Ohio  and 
recorded  in  volume  250,  page  6G5  of  the  Records  of  In- 
corporations in  said  office.  As  greater  security  for  the 
performance  by  the  Company  of  its  covenants  in  this 
section  contained,  the  Company  will  simultaneously  with 
the  execution  and  delivery  of  this  Indenture  and  the  is- 
suance of  any  bonds  hereunder,  deposit  with  the  Trustee 
the  sum  of  $1,812,722.96  in  cash.  Upon  the  written  re-_t0  deposit 
quest  of  the  Company,  signed  by  the  President  or  a Vice- 
President  or  the  Treasurer  thereof,  the  Trustee  shall 
from  time  to  time  invest  or  reinvest  all  or  any  part  of 
the  money  so  received  by  it  in  such  United  States,  state 
or  municipal  obligations,  and  to  such  amounts,  as 
the  Company  may  specify  in  such  request.  Such 
money  and  securities  shall  be  held  by  the  Trustee 
for  the  benefit  of  the  bonds  outstanding  hereunder,  and 
shall  be  paid  over  and/or  delivered  by  the  Trustee  to  the 
Company  as  follows:  From  time  to  time  the  Company  How  de- 
shall  file  with  the  Trustee  a certificate,  duly  verified  by  e an 'be  with- 
the  President  or  a Vice-President  and  the  Treasurer  ordrawn- 
an  Assistant  Treasurer  of  the  Company,  stating  that  the 
Company  has  since  October  29,  1920,  made  or  acquired 
additions,  betterments  and  improvements  of  or  to  the 
plants  and  properties  of  the  Company,  to  be  specified 
therein  in  reasonable  detail,  and  setting  forth  the  cash 
cost  to  the  Company  of  the  said  additions,  betterments 


26 


Income  to 
be  paid  to 
Company. 


Events  of 
default: 


— non-pay- 
ment of  in 
terest  on 
sinking 
fund; 


and  improvements.  Upon  the  receipt  by  it  of  any  such 
certificate  the  Trustee  shall  pay  over  and/or  deliver  to 
the  Company  cash  or  securities  so  held  by  it  up  to,  but  not 
in  the  aggregate  exceeding,  eighty  per  cent,  of  the  amount 
by  which  the  cash  cost  of  the  additions,  betterments  and 
improvements  specified  in  said  certificate  shall  exceed 
$3,984,096.31.  For  such  purpose  the  securities  so  de- 
livered shall  be  taken  as  the  equivalent  of  cash  at  the 
cost  price  thereof  to  the  Trustee.  It  being  the  intent 
and  purpose  hereof  that  when  the  Company  shall,  sub- 
sequent to  October  29,  1920,  have  acquired  or  made  ad- 
ditions, betterments  or  improvements  to  the  amount  of 
$6,250,000  aggregate  cost  thereof,  the  entire  $5,000,000 
face  value  of  the  bonds  of  this  issue  shall  have  been 
issued  in  payment  for  the  said  additions,  betterments  and 
improvements;  and  thereupon  the  Company  shall  forth- 
with make  and  file  with  the  Trustee  a certificate  to  that 
effect  duly  verified  by  the  President  or  a Vice-President 
and  the  Treasurer  or  an  Assistant  Treasurer  of  the  Com- 
pany. As  used  in  the  last  preceding  sentence  the  word 
“payment”  shall  include  “reimbursement,”  and  the 
word  “bonds”  shall  include  the  “proceeds”  of  such 
bonds. 

So  long  as  the  Company  is  not  in  default  under  this 
Indenture  the  Trustee  shall  forthwith  pay  over  to  the 
Company  the  income  received  by  the  Trustee  upon  the 
money  and/or  securities  held  by  the  Trustee  under  this 
section. 


ARTICLE  VI. 

Section  1.  If  one  or  more  of  the  following  events, 
herein  called  the  events  of  default,  shall  happen: 

(1)  The  Company  make  default  in  the  payment  of 
any  interest  on  any  of  the  bonds,  or  in  respect  of  any 
sinking  fund  payment,  and  any  such  default  shall  have 
continued  for  thirty  days ; or 


27 


(2)  The  Company  make  default,  other  than  default— failure  to 
in  any  interest  or  sinking  fund  payment,  in  respect  of  other  "cove- 
any  condition,  covenant  or  agreement  hereby  required nants; 
to  be  done,  observed,  kept  or  performed  by  it,  and  such 
default  shall  have  continued  for  sixty  days  after  writ- 
ten notice  thereof  to  the  Company  from  the  Trustee;  or 


(3)  If  the  Company  make  default  under  its  said  First— default 
Mortgage  dated  April  1,  1909,  to  the  Citizens  Savings  Mortgaged 
& Trust  Company  and  Acosta  Nichols,  as  Trustees,  or°^reg“den' 
under  its  said  Trust  Indenture  dated  July  1,  1920,  to 
Central  Union  Trust  Company  of  New  York,  as  Trus- 
tee, or  under  any  other  mortgage  hereafter  created  by 
the  Company  upon  its  properties  or  any  part  thereof 
essential  to  the  profitable  operation  of  its  business,  and 
such  default  shall  have  continued  beyond  the  period  of 
grace,  if  any,  in  said  mortgage  or  trust  indenture  speci- 
fied; or 


(4)  By  the  decree  of  a court  of  competent  jurisdic-— bank- 
tion  the  Company  shall  be  adjudicated  a bankrupt  or  in-ofPcom-CtC  ’ 
solvent,  or,  by  order  of  such  court,  a receiver  shall  bepany; 
appointed  of  the  Company  or  its  property  or  the  greater 
part  of  its  property,  or  the  Company  shall  file  a peti- 
tion in  voluntary  bankruptcy,  or  shall  make  an  assign- 
ment for  the  benefit  of  creditors;  or 


(5)  The  Company  make  default  in  any  respect  under  — unsatis- 
this  Indenture  and  at  any  time  during  the  continuance meat  Against 
of  such  default  there  shall  be  any  existing  judgment  company 
against  the  Company  unsatisfied  and  not  either  stayed  fault  f 

or  secured  by  bond  on  appeal ; or 

(6)  In  any  judicial  proceeding  by  any  party  other— attach- 
than  the  Trustee  the  greater  part  of  the  property  of  j^en^’01^c'’ 
the  Company  shall  be  seized  under  writ  of  attachment  pany’s  prop- 
or  other  legal  process  and  shall  not  be  released  or  dis-eity’ 
charged  therefrom  by  giving  bond  or  otherwise  within 

twenty  days; 


28 


in  ease  of  — then,  and  in  every  such  case,  the  Trustee  may,  and 
Trustee  may  uPon  the  written  request  of  the  holders  of  a majority 
declare  ^prin-m  amount  of  the  bonds  then  outstanding  the 
bonds  ° due.  Trustee  shall,  declare  the  principal  of  all  the  bonds 
to  be  immediately  due  and  payable,  and  the  same 
and  the  interest  accrued  thereon  shall  thereupon  become 
and  be  immediately  due  and  payable,  with  interest  at 
the  rate  of  seven  per  centum  per  annum  upon  the  over- 
due principal  and  instalments  of  interest,  anything  in  said 
bonds  or  herein  contained  to  the  contrary  notwithstand- 
ing. In  such  event  the  Company  shall  and  will,  and  it 
hereby  so  agrees,  on  written  demand  therefor  by  the 
Trustee,  forthwith  pay  to  the  Trustee  an  amount  equal  to 
the  principal  of  all  the  outstanding  unpaid,  bonds  and  all 
unpaid  interest  thereon,  with  interest  at  the  rate  of  seven 
per  cent,  per  annum  upon  the  overdue  principal  and  in- 
stallments of  interest;  and  all  amounts  so  paid  to  the 
Trustee  shall  be  received  by  it,  in  trust,  for  the  equal 
and  pro  rata  benefit  of  the  outstanding  bonds  and  cou- 
pons, and  shall  be  applied  by  it  in  the  manner  in  Section 
2 of  this  Article  provided. 

Trustee  may  The  foregoing  provisions  of  this  section  are,  however, 
faun  de  subject  to  the  condition  that  if,  at  any  time  after  the 
principal  of  the  bonds  shall  have  been  so  declared  due 
and  payable,  and  before  any  judgment  or  decree  for  the 
payment  of  the  moneys  due  shall  have  been  entered,  all 
interest  then  overdue  on  the  bonds,  according  to  the  orig- 
inal tenor  thereof,  and  all  sinking  fund  payments 
in  arrears,  with  interest  thereon  at  the  rate  of  seven 
per  cent,  per  annum,  and  the  expenses  of  the  Trustee  and 
any  other  sums  that  may  be  due  from  the  Company,  shall 
be  paid  by  the  Company,  and  all  other  defaults 
of  the  Company,  if  any,  made  good,  then  and  in  every 
such  case  the  Trustee  may,  and  upon  the  written  re- 
quest of  the  holders  of  a majority  in  amount  of 
the  bonds  then  outstanding  shall,  waive  such  default 
and  rescind  such  declaration,  but  no  such  waiver  or  rescis- 


29 


sion  shall  extend  to  or  affect  any  subsequent  default  or 
impair  any  right  subsequently  accruing  thereon. 

Section  2.  If  the  Company  shall  fail  after  written  de-On  default 
mand  therefor  by  the  Trustee  to  pay  forthwith  any  institute may 
amounts  due  from  the  Company  when  the  same  shall  Proceedmss’ 
become  due  and  payable  under  the  terms  of  this  Inden- 
ture, whether  at  maturity  or  urpon  declaration  or  other- 
wise, the  Trustee,  in  its  own  name  and  as  Trustee  of  an 
express  trust,  shall  be  entitled  to,  and  upon  the  written 
request  of  the  holders  of  not  less  than  twenty  per  cent, 
in  amount  of  the  bonds  then  outstanding  and  upon  being 
furnished  with  indemnity  satisfactory  to  it  against  the 
expense  and  liability  to  be  incurred  thereby  it  shall,  in- 
stitute such  action  or  proceedings  at  law  or  in  equity  as 
may  be  necessary  or  proper  for  the  collection  of  the  sums 
so  due  and  unpaid,  and  prosecute  any  such  action  or  pro-  — and  prose- 
ceedings  to  final  judgment  or  decree,  and  enforce  any  j. J°ntfinal 
such  judgment  or  final  decree  against  the  Company,  and 
collect  the  moneys  adjudged  or  decreed  to  be  payable  out 
of  the  property  of  the  Company,  wherever  situated,  in 
the  manner  provided  by  law.  All  rights  of  action  under 
this  Indenture  or  under  any  of  the  bonds,  enforceable  by 
the  Trustee,  may  be  enforced  by  the  Trustee  without  the 
possession  of  any  of  such  bonds  or  the  coupons  thereunto 
belonging  or  the  production  thereof  on  the  trial  or  other 
proceedings  relative  thereto,  and  any  such  suit  or  pro- 
ceedings instituted  by  the  Trustee  shall  be  brought  in 
its  own  name  for  the  ratable  benefit  of  the  holders  of  said 
bonds  and  coupons.  All  moneys  collected  by  the  Trustee  AppUcation 
shall  be  applied,  first,  to  the  payment  of  the  expenses,  recovered!8 
disbursements  and  compensation  of  the  Trustee,  its 
agents  and  attorneys,  and,  second,  to  the  payment  of  the 
amounts  then  due  and  unpaid  for  principal  and  interest 
upon  the  bonds  and  coupons  in  respect  of  which  such 
moneys  shall  have  been  collected,  ratably  and  without 
any  preference  or  priority  of  any  kind,  according  to  the 


30 


Company 
will  not 
jtlead  any 
stay  or  ex- 
tension law. 


On  discon- 
tinuance of 
proceedings 
parties  to  be 
restored  to 
former  posi- 
tion. 


Default  not 
waived  by 
delay  or  pre- 
vious waiver. 


Remedies 

cumulative. 


amounts  due  and  payable  upon  such  bonds  and  coupons, 
respectively,  at  the  date  fixed  by  the  Trustee  for  the 
distribution  of  such  moneys,  upon  presentation  of  the 
several  bonds  and  coupons  and  stamping  such  payment 
thereon,  if  partly  paid,  and  upon  surrender  thereof,  if 
paid  in  full. 

Section  3.  The  Company  will  not  at  any  time  in- 
sist upon  or  plead,  or  in  any  manner  whatever  claim, 
or  take  the  benefit  or  advantage  of,  any  stay  or  exten- 
sion law  now  or  at  any  time  hereafter  in  force;  and  it 
hereby  expressly  waives  all  benefit  or  advantage  of  any 
such  law  or  laws  and  covenants  that  it  will  not  hinder, 
delay  or  impede  the  execution  of  any  power  herein 
granted  and  delegated  to  the  Trustee,  but  that  it  will 
suffer  and  permit  the  execution  of  every  such  power,  as 
though  no  such  law  or  laws  had  been  enacted. 

Section  4.  In  case  the  Trustee  shall  have  proceed- 
ed to  enforce  any  right  under  this  Indenture,  and 
such  proceedings  shall  for  any  reason  have  been  dis- 
continued or  abandoned,  or  shall  have  been  determined 
adversely  to  the  Trustee,  then  and  in  every  such  case 
the  Company  and  the  Trustee  shall  be  restored  to  their 
former  position  and  rights  hereunder  as  though  no  such 
proceeding  had  been  taken.  No  delay  or  omission  of 
the  Trustee  or  of  any  holder  of  bonds  to  exercise  any 
right  or  power  arising  from  any  default  continuing  as 
aforesaid  shall  exhaust  or  impair  any  such  right  or  power 
or  be  construed  to  be  a waiver  of  any  such  default  or  an 
acquiescence  therein.  No  waiver  by  the  Trustee  or  the 
bondholders  of  any  such  default,  whether  such  waiver  be 
full  or  partial,  shall  extend  to  or  be  taken  to  affect  any 
subsequent  default  or  to  impair  the  rights  resulting  there- 
from. Every  power  and  remedy  given  by  this  Indenture 
to  the  Trustee  or  to  the  holders  of  bonds  shall  be  cumu- 
lative and  not  exclusive,  and  may  be  exercised  from  time 


31 


to  time  and  as  often  as  may  be  deemed  expedient  by  the 
Trustee  or  by  the  holders  of  bonds. 

Section  5.  No  holder  of  any  bond  or  coupon  here- No  suit  by 
by  secured  shall  have  the  right  to  institute  any  suit,  ^10lJ1°tlders 
action  or  proceeding  at  law  or  in  equity  upon  or  in  prior  request 
respect  of  this  Indenture,  or  for  the  execution  of  any  nity  to 
trust  or  power  thereof,  or  for  any  remedy  thereunder,  un- Trustee- 
less  such  holder  shall  previously  have  given  to  the  Trus- 
tee written  notice  of  any  existing  default  and  of  the  con- 
tinuance thereof  as  herein  provided,  nor  unless,  also,  the 
holders  of  not  less  than  twenty  per  cent,  in  amount  of  the 
bonds  then  outstanding  shall  have  made  written  request 
upon  the  Trustee,  and  shall  have  afforded  to  it  reason- 
able opportunity,  either  to  proceed  itself  to  exercise  the 
powers  herein  granted,  or  to  institute  such  action,  suit  or 
proceeding  in  its  own  name,  nor  unless,  also,  such  holder 
or  holders  shall  have  offered  to  the  Trustee  security  and 
indemnity,  satisfactory  to  it,  against  the  costs,  expenses 
and  liabilities  to  be  incurred  in  or  by  reason  of  such  ac- 
tion, suit  or  proceeding,  and  the  Trustee  shall  have  re- 
fused or  neglected  to  comply  with  such  request  within 
a reasonable  time  thereafter;  it  being  understood  and 
intended  that  no  one  or  more  holders  of  bonds  or  coupons 
shall  have  any  right,  in  any  manner  whatever,  to  enforce 
any  right  hereunder,  except  in  the  manner  herein  pro- 
vided, and  that  all  proceedings  hereunder  shall  be  insti- 
tuted, had  and  maintained  in  the  manner  herein  pro- 
vided, and  for  the  equal  benefit  of  all  holders  of  such 
outstanding  bonds  and  coupons. 

Section  6.  Nothing  in  this  Indenture  expressed  or  im-  Indenture 
plied  shall  confer  upon  any  person,  firm  or  corporation,  £nefitClof81Ve 
other  than  the  parties  hereto  and  the  holders  of  the  bondsParties  and 
and  coupons,  any  right,  remedy  or  claim,  legal  or  equit- ban,lholders- 
able,  hereunder  or  by  reason  hereof,  this  Indenture  and 
all  of  its  covenants,  conditions  and  stipulations  being 


32 


Resignation 
or  removal 
of  Trustee. 


Appoint- 
ment of  sue 
cessor. 


intended  to  be  and  being  for  the  sole  and  exclusive  benefit 
of  the  parties  hereto  and  of  the  holders  from  time  to 
time  of  the  bonds  and  coupons  hereby  secured. 

ARTICLE  VII. 

Section  1.  The  Trustee  may  resign  the  trusts  hereby 
created  upon  giving  thirty  days’  notice  in  writing  to  the 
Company,  or  such  shorter  notice  as  the  Company  and  the 
holders  of  a majority  in  amount  of  the  bonds  then  out- 
standing hereunder  may  accept.  The  Trustee  may  be  re- 
moved by  an  instrument  or  concurrent  instruments  in 
writing  duly  signed  and  acknowledged  in  duplicate  by 
the  holders  of  not  less  than  two-thirds  in  amount  of  the 
then  outstanding  bonds  secured  hereby,  such  instrument 
or  instruments  to  be  delivered  to  the  Trustee  and  the 
Company.  In  case  one  or  more  of  the  following  events 
shall  occur,  (1)  the  Trustee  shall  resign  or  be  removed, 
or  (2)  the  Trustee  shall  be  adjudicated  a bankrupt  or 
insolvent,  or  (3)  a receiver  for  the  Trustee  shall  be  ap- 
pointed, or  (4)  any  Federal  or  State  official  shall  take 
charge  or  control  of  the  Trustee, — any  of  which  events 
shall  forthwith  and  ipso  facto  create  a vacancy  in  the 
office  of  Trustee  hereunder,— a new  Trustee  may  be  ap- 
pointed by  the  holders  of  a majority  in  amount  of  the 
bonds  then  outstanding  by  an  instrument  or  concurrent 
instruments  in  writing,  signed  and  acknowledged  in  dup- 
licate by  such  holders,  and  delivered  to  the  Company 
and  to  such  new  Trustee.  Until  a new  Trustee  shall  be 
appointed  by  the  bondholders  as  above  authorized,  the 
Company  by  an  instrument  executed  under  its  corporate 
seal  by  order  of  its  Board  of  Directors,  may  appoint  a 
Trustee  to  fill  such  vacancy.  After  any  such  appoint- 
ment by  the  Company,  it  shall  cause  notice  of  such  ap- 
pointment to  be  published  once  a week  in  each  of  four 
successive  weeks  in  a daily  newspaper  of  general  cir- 
culation published  in  the  Borough  of  Manhattan  of  The 
City  of  New  York,  and  in  a daily  newspaper  of  general 


33 


circulation  published  in  the  City  of  Cleveland,  Ohio;  but 
any  new  Trustee  so  appointed  by  the  Company  shall 
immediately  and  without  further  act  be  superseded  by 
a Trustee  appointed,  in  the  manner  above  provided,  by 
the  holders  of  a majority  in  amount  of  the  bonds  at  the 
time  outstanding,  provided  that  such  appointment  by 
the  bondholders  be  made  prior  to  the  expiration  of  one 
year  from  the  date  of  the  first  publication  of  such  notice. 

Section  2.  Every  new  Trustee,  however  appointed,  powers  of 
shall  be  a trust  company  having  an  office  in  the  CityIiew  Trustee' 
of  Cleveland,  Ohio,  or  in  the  Borough  of  Manhattan  of 
The  City  of  New  York,  N.  Y.,  in  good  standing,  and  hav- 
ing a capital  of  at  least  one  million  dollars,  if  there  be 
such  a trust  company  qualified,  able  and  willing  to  act 
as  Trustee  hereunder  upon  reasonable  and  customary 
terms.  Every  new  Trustee  shall  immediately,  upon  due 
appointment  and  acceptance  thereof,  have  and  possess  all 
the  rights,  powers  and  duties  of  the  party  of  the  second 
part  as  prescribed  herein,  and  upon  such  appointment 
and  acceptance  as  aforesaid  the  Trustee  hereunder  here- 
by covenants  and  agrees,  after  deducting  therefrom  its 
lawful  charges  and  commissions,  to  pay  over  and  de- 
liver to  its  successor  in  the  trust  all  the  moneys  and 
other  property  that  may  be  held  by  it  hereunder  with 
any  interest  accrued  thereon. 

Section  3.  Any  company  into  which  , the  Trustee  may  Merger  or 
be  merged  or  with  which  it  may  be  consolidated  or  any  ®®n^^ion 
company  resulting  from  any  merger  or  consolidation  to 
which  the  Trustee  shall  be  a party,  shall  be  the  successor 
of  the  Trustee  hereunder,  without  the  execution  or  filing 
of  any  paper  or  any  further  act  on  the  part  of  any  of 
the  parties  hereto,  anything  herein  to  the  contrary  not- 
withstanding. In  case  any  of  the  bonds  shall  have  been 


34 


authenticated  but  not  delivered,  any  successor  corporate 
Trustee  may  adopt  the  certificate  of  authentication  of 
The  Union  Trust  Company  and  deliver  such  bonds  as 
authenticated;  and  in  case  any  of  the  bonds  shall  not 
have  been  authenticated,  any  successor  trustee  may  au- 
thenticate such  bonds  in  the  name  of  such  successor 
trustee ; and  in  all  such  cases  such  certificate  shall  have 
the  full  force  which  it  is  anywhere  in  the  bonds  or  in 
this  Indenture  provided  that  the  certificate  of  the  Trus- 
tee shall  have. 


ARTICLE  VIII. 

Execution  of  Section  1.  Any  request,  direction  or  other  instrument 
by  bond"  S required  by  this  Indenture  to  be  signed  and  executed  by 
holders.  bondholders  may  be  in  any  number  of  concurrent  instru- 
ments of  similar  tenor,  and  may  be  executed  by  such 
bondholders  in  person,  or  by  an  agent  or  attorney  ap- 
pointed by  an  instrument  in  writing.  Proof  of  the  ex- 
ecution of  any  such  request,  direction  or  other  instru- 
ment, or  of  a writing  appointing  any  such  agent  or  at- 
torney, or  of  the  holding  by  any  person  of  bonds,  shall 
be  sufficient  for  any  purpose  of  this  Indenture,  and  shall 
be  conclusive  in  favor  of  the  Trustee  with  regard  to  any 
action  taken  by  the  Trustee  under  such  request  or  other 
instrument,  if  made  in  the  following  manner,  viz: 

(a)  the  fact  and  date  of  the  execution  by  any 
person  of  any  such  request  or  direction  or  of  any 
other  instrument  in  writing  may  be  proved  by  the 
certificate  of  any  notary  public  or  other  officer  au- 
thorized to  take,  either  within  or  without  the 
State  of  Ohio,  acknowledgments  of  deeds  to  be 
recorded  in  said  State,  certifying  that  the  per 


Proof  of 
execution. 


35 


son  signing  such  request  or  other  instrument  ac- 
knowledged to  him  the  execution  thereof ; and 

(b)  the  amount  of  bonds  held  by  any  person pr00f  0f 
executing  any  such  request  or  other  instrument  as°^n^jisp 
a bondholder,  and  the  issue  numbers  of  the  bonds 
held  by  such  person  and  the  date  of  his  holding 
the  same,  may  be  proved  by  a certificate  executed 
by  any  trust  company,  bank,  bankers  or  other  de- 
positary, wheresoever  situated,  whose  certificate 
shall  be  deemed  by  the  Trustee  to  be  satisfactory, 
showing  that,  at  the  date  therein  mentioned,  such 
person  had  on  deposit  with  such  depositary,  or 
exhibited  to  such  depositary,  the  bonds  numbered 
and  described  in  such  certificate. 


Section  2.  The  Company  and  the  Trustee  may  deempers0ns  who 
and  treat  the  bearer  of  any  bond  hereby  secured  which  be 

# ( t trGRt/Bd  as 

shall  not  at  the  time  be  registered  m the  name  of  the  absolute 
owner  thereof  as  hereinbefore  authorized,  and  the  holder 
of  any  coupon  for  interest  on  any  bond  whether  suchbonds  antI 
bond  be  registered  or  not,  as  the  absolute  owner  Ofcoupons’ 
such  bond  or  coupon  as  the  case  may  be  for  the  pur- 
pose of  receiving  payment  thereof  and  for  all  other 
purposes,  and  neither  the  Company  nor  the  Trustee  shall 
be  affected  by  any  notice  to  the  contrary. 


Section  3.  The  Company  and  the  Trustee  may  deem —registered 
and  treat  the  person  in  whose  name  any  bond  issued bonds- 
hereunder  shall  be  registered  as  hereinbefore  provided, 
as  the  absolute  owner  of  such  bond  for  the  purpose  of 
receiving  payment  of  or  on  account  of  the  principal 
of  such  bond  and  for  all  other  purposes,  except  to  re- 
ceive payment  of  interest  represented  by  outstanding 
coupons.  All  such  payments  so  made  to  any  such  regis- 


36 


Action  of 
owner  to 
bind  future 
owners. 


Acceptance 
of  trusts 
hereunder. 


Rights, 
duties  and 
immunities 
of  Trustee. 


tered  holder,  or  upon  his  order,  shall  be  valid  and  ef- 
fectual to  satisfy  and  discharge  the  liability  upon  such 
bond  to  the  extent  of  the  sum  or  sums  so  paid. 


Section  4.  Any  action  taken  by  the  Trustee  pursu- 
ant to  any  provision  of  this  Indenture,  upon  the  request 
or  with  the  consent  of  any  person  who  at  the  time  is  the 
owner  as  aforesaid  of  any  bond  or  bonds,  shall  be  con- 
clusive and  binding  upon  all  future  owners  of  the  same 
bond  or  bonds. 


ARTICLE  IX. 

The  Trustee  hereby  accepts  the  trusts  hereby  created 
and  assumes  the  duties  herein  imposed,  and  agrees  to  au- 
thenticate bonds  in  accordance  herewith,  upon  the  terms 
and  conditions  herein  contained,  including  the  following: 

1.  The  recitals  of  facts  and  the  statements  herein  con- 
tained and  contained  in  the  bonds  herein  provided  for 
shall  be  taken  as  statements  by  the  Company,  and  shall 
not  be  construed  as  made  by  the  Trustee.  The  Trustee 
makes  no  representation  as  to  the  validity  of  this  In- 
denture, or  of  any  bonds  or  coupons  issued  hereunder, 
or  as  to  the  security  hereby  afforded. 

2.  The  Trustee  shall  not  be  liable  to  any  one  for  act- 
ing upon  or  in  accordance  with  any  notice,  request,  con- 
sent, certificate,  bond,  coupon  or  other  document  or  paper 
believed  by  it  to  be  genuine  and  to  be  signed  or  presented 
by  the  proper  person  or  duly  authorized  or  properly 
made.  The  Trustee  shall  not  be  bound  to  recognize  any 
person  as  a bondholder  until  his  title  to  the  bonds  he 


37 


claims  to  hold,  shall,  if  disputed,  have  been  established 
to  its  reasonable  satisfaction;  and  it  may,  in  its  discre- 
tion, require  the  production  of  any  bond  or  bonds  or 
other  and  further  proof  of  the  ownership  thereof. 

3.  The  Trustee  shall  receive  reasonable  compensation 
for  its  services  hereunder,  and  it  may  select  and  employ 
in  and  about  its  powers  and  duties  suitable  agents  and 
attorneys,  whose  reasonable  compensation  and  ex- 
penses, together  with  the  compensation  and  expenses 
of  the  Trustee,  shall  be  paid  by  the  party  of  the  first 
part,  or,  in  default  thereof,  shall  be  a first  lien  upon  any 
sums  recovered  hereunder,  prior  to  that  of  the  bonds 
issued  hereunder.  The  Trustee  shall  not  be  liable  for 
any  neglect,  omission  or  wrongdoing  of  any  such  agent 
or  attorney  if  reasonable  care  has  been  exercised  in  his 
selection,  nor  shall  it  be  liable  for  the  exercise  or  failure 
to  exercise  any  discretion  or  power  hereunder,  or  for 
mistake  or  error  of  judgment,  or  for  any  action  taken 
by  it  in  good  faith  upon  the  advice  of  its  attorneys,  or 
be  otherwise  answerable  for  anything  whatever  in  con- 
nection with  this  Indenture  save  for  its  own  wilful  negli- 
gence and  default. 

4.  The  Trustee  shall  not  be  bound  to  do  any  act,  or 
appear  in  or  defend  any  suit  as  Trustee,  unless  thereunto 
requested  in  writing  as  herein  specifically  provided  and 
indemnified  in  advance,  to  its  reasonable  satisfaction, 
against  all  charges,  loss  or  liability  incident  to,  or  directly 
or  indirectly  resulting  from,  the  act,  suit,  appearance  or 
defense  requested.  If  such  indemnity  becomes  impaired 
the  Trustee  may  call  for  additional  indemnity,  and  stop 
and  cease  to  do  the  acts  indemnified  against  until  such 
additional  indemnity  is  given. 

5.  The  Trustee  shall  not  incur  any  liability  or  respon- 
sibility whatever  for  not  exercising,  on  its  own  motion, 


38 


any  of  the  rights,  powers,  duties  and  powers  of  supervi- 
sion or  proceeding  conferred  upon  it  hereby. 

6.  The  Trustee  shall  he  under  no  duty  to  see  or  to  keep 
itself  informed  as  to  the  performance  or  observance  by 
the  Company  of  any  of  the  covenants  or  conditions  herein 
agreed  to  be  performed  or  observed  by  the  Company; 
and  unless  and  until  the  Trustee  shall  have  received  writ- 
ten notice  from  the  holders  of  not  less  than  twenty  per 
cent,  in  amount  of  the  bonds  then  outstanding,  stating 
that  a default  has  occurred  in  the  performance  or  ob- 
servance by  the  Company  of  some  covenant  or  condition 
herein  contained,  distinctly  specifying  such  default,  the 
Trustee  shall  be  entitled  to  assume  that  no  default  has 
occurred. 

7.  Whenever,  in  the  administration  of  the  trusts  of 
this  Indenture,  the  Trustee  shall  deem  it  necessary  or 
desirable  that  any  matter  be  proved  or  established  prior 
to  the  Trustee  taking  or  suffering  any  action  hereunder, 
such  matter  (unless  other  evidence  in  respect  thereof  be 
herein  specifically  prescribed)  may  be  deemed  by  it  to  be 
conclusively  proved  and  established  by  a certificate 
signed  by  the  President,  or  a Vice-President,  and  the 
Treasurer  or  an  Assistant  Treasurer  of  the  Com- 
pany and  delivered  to  the  Trustee,  and  such  cer- 
tificate shall  be  full  warrant  and  protection  to 
the  Trustee  for  any  action  taken  or  suffered  by  it  under 
the  provisions  of  this  Indenture  on  the  faith  thereof ; but 
in  its  discretion  the  Trustee  may  require  such  further  or 
additional  evidence  as  to  it  may  seem  reasonable. 

8.  The  Trustee  may  receive  a certificate  signed  by  the 
Secretary  or  an  Assistant  Secretary  of  the  Company  as 
sufficient  evidence  of  the  adoption  of  any  resolution  of 


39 


the  Board  of  Directors  of  the  Company  or  of  the  stock- 
holders thereof. 

9.  Any  money,  securities  or  instruments  required  or 
permitted  by  the  provisions  of  this  Indenture  to  be  de- 
livered to  the  Trustee  shall  be  delivered  to  it  at  its 
principal  office  in  the  City  of  Cleveland,  Ohio.' 

ARTICLE  X. 

If  the  Company,  its  Successors  or  Assigns  shall  well  Defeasance 

• clause 

and  truly  pay,  or  cause  to  be  paid,  the  whole  amount 
of  the  principal  and  interest  due  upon  all  the  bonds  issued 
hereunder  and  secured  hereby  as  in  said  bonds  and  herein 
agreed  to  be  paid,  or  shall  upon  the  maturity  of  the 
bonds  deposit  with  the  Trustee  the  whole  amount  due  for 
principal  and  interest  upon  all  the  bonds  and  coupons 
then  outstanding,  or  if  all  the  bonds  shall  have  been  called 
for  retirement  and  the  amount  to  make  such  retirement 
shall  have  been  paid  by  the  Oumpany  to  the  Trustee, 
and  if  all  charges  of  the  Trustee  hereunder  shall  have 
been  paid  or  satisfied  by  the  Company,  and  the  Company 
shall  have  fully  performed  all  its  covenants  and  agree- 
ments hereunder,  then  and  in  that  case  the  Company 
shall  be  entitled  to  have  this  Indenture  satisfied  and  dis- 
charged. Thereupon  the  Trustee,  having  first  cancelled 
all  the  bonds  and  coupons  of  this  issue  then  held  by  it, 
shall  deliver  such  bonds  and  coupons  to  the  Company, 
and  the  Trustee  shall  satisfy  and  discharge  this  Inden- 
ture and  shall  also  pay  over  and  deliver  to  the  Company, 
or  to  its  successors  or  assigns,  all  money  and  other  prop- 
erty then  in  the  hands  of  the  Trustee  and  received  by 
it  under  any  of  the  provisions  of  this  Indenture,  in  excess 
of  such  amount  as  may  be  necessary  duly  to  pay,  or 
provide  for  the  payment  of,  the  principal,  interest  and 
premium  (if  any)  upon  such  of  the  bonds  and  coupons 
as  shall  not  have  been  presented  for  payment. 


40 


No  recourse 
to  stock- 
holders, offi- 
cers or  di- 
rectors. 


Consolida- 
tion or 
merger  of 
Company  or 


ARTICLE  XI. 

No  recourse  under  or  upon  any  obligation,  covenant 
or  agreement  of  this  Indenture,  or  of  any  bond  secured 
hereby,  or  for  any  claim  based  thereon,  or  otherwise  in 
any  manner  in  respect  thereof,  shall  be  had  against  any 
stockholder,  officer  or  director,  present  or  future,  of  the 
Company  or  of  any  successor  corporation,  either  directly 
or  through  the  Company  or  its  successors,  whether  by  the 
enforcement  of  any  assessments  or  penalties,  or  by  any 
legal  or  equitable  proceeding  by  virtue  of  any  constitu- 
tional provision  or  any  statute,  or  otherwise,  in  any  man- 
ner whatsoever;  it  being  expressly  agreed  that  this  In- 
denture and  the  obligations  hereby  secured  are  solely 
corporate  obligations  and  that  no  personal  liability  what- 
ever shall  attach  to,  or  be  incurred  by,  the  stock- 
holders, directors  or  officers  of  the  Company,  or  of  any 
successor  corporation,  under  or  by  reason  of  any  of  the 
bonds  or  coupons  hereby  secured  in  favor  of  the  holders 
of  any  of  the  said  bonds  or  coupons;  all  such  personal 
liability  of  every  name  and  nature,  either  at  common  law 
or  in  equity  or  by  statute,  being  hereby  expressly  waived 
as  a condition  of  and  in  consideration  for  the  execution 
of  this  Indenture  and  the  issue  and  acceptance  of  said 
bonds  and  coupons. 


ARTICLE  XII. 

Nothing  in  this  Indenture  or  in  the  bonds  shall  prevent 
the  consolidation  or  merger  of  the  Company  with  or 
into  any  other  corporation,  or  any  conveyance,  tians- 


41 


fer  or  lease  of  all  or  an  essential  part  of  the  property  transfer  of 
of  the  Company  to  any  corporation  lawfully  entitled  tOof^it^prop* 
acquire  or  lease  and  operate  the  same;  provided,  how-erty- 
ever,  and  the  Company  covenants  and  agrees,  that  upon 
any  such  consolidation,  merger,  conveyance,  transfer  or 
lease  the  due  and  punctual  payment  of  the  principal  and 
interest  of  all  the  bonds,  and  the  due  and  punctual  ob- 
servance and  performance  of  all  the  covenants  and  con- 
ditions of  this  Indenture  to  be  kept  or  performed  by 
the  Company,  shall  be  assumed  by  the  successor  cor- 
poration formed  by  such  consolidation,  or  into  which 
such  merger  shall  have  been  made,  or  to  which  all  or  an 
essential  part  of  the  property  of  the  Company  shall  so 
be  conveyed,  transferred  or  leased. 


ARTICLE  XIII. 

Section  1.  The  term  “Trustee”  as  used  in  these  pres-Definition  of 
ents,  and  in  the  bonds'  and  coupons  hereby  secured,  ^d^Com 
shall  be  deemed  to  be  the  Trustee  for  the  time  being,  pany.” 
whether  such  Trustee  be  the  original  Trustee  or  a new 
Trustee  appointed  as  hereinbefore  provided  or  other- 
wise by  legal  authority;  and  the  term  “Company,”  as 
used  herein,  shall  be  deemed  to  include  the  successors 
and  assigns  of  the  party  of  the  first  part  and  any  cor- 
poration into  which  it  may  be  consolidated  or  merged; 
subject,  however,  to  the  provisions  of  Article  XII. 


Section  2.  Except  when  otherwise  indicated,  the  words  Definition  of 
1 ‘ bond,  ” “ coupon,  ” “ bondholder  ’ ’ and  ‘ ‘ holder  ’ ’ as  used  othei  ter "1S‘ 
in  this  Indenture  shall  include  the  plural  as  well  as  the 
singular  number;  the  word  “person”  used  with  refer- 


42 


ence  to  a bondholder  shall  include  associations  or  cor- 
porations owning  such  bonds;  the  words  “Board  of  Di- 
rectors” or  “Directors”  shall  include  “Board  of  Trus- 
tees” or  “Trustees”;  the  word  “corporation”  shall  in- 
clude “association”.  Whenever  any  officer  of  the  Com- 
pany is  referred  to  herein  it  shall  be  taken  and  held  to 
mean  the  person  who  shall  hold  such  office  for  the  time 
being. 


ARTICLE  XIV. 


Execution  of  Section  1.  This  Indenture  may  be  executed  in  several 
counter-^  lu  counterparts,  each  of  which  so  executed  shall,  irrespec- 
parts.  live  0f  t}le  date  of  its  acknowledgment  and  delivery,  be 
deemed  to  be  an  original,  and  such  counterparts  shall 
together  constitute  one  and  the  same  instrument. 


Indenture  to 
bind  succes- 
sors and 


Section  2.  Tills  Indenture,  and  every  part  hereof,  and 
the  several  conditions,  covenants,  promises  and  agree- 


assigns.  ments  herein  contained,  shall  inure  to  the  benefit  of  and 


be  binding  upon  the  holders  of  the  bonds  hereby  secured 
and  their  legal  representatives  and  upon  the  respective 


successors  and  assigns  of  the  parties  hereto. 


Testi-  In  witness  whereof,  The  Cleveland  Electric  Illumi- 

momum.  nating  Company,  party  of  the  first  part,  has  caused  its 
corporate  name  to  be  hereunto  subscribed  by  its  I^esi- 
dent  or  Vice-President,  and  its  corporate  seal  affixed,  at- 
tested by  its  Secretary  or  an  Assistant  Secretary ; and  in 
testimony  of  its  acceptance  of  the  trusts  herein  created 
and  conferred,  said  The  Union  Trust  Company,  party  of 
the  second  part,  has  caused  its  corporate  name  to  be  here- 
unto subscribed  by  its  President  or  one  of  its  Vice-Presi- 
dents, and  its  corporate  seal  affixed,  attested  by  its  Secre- 


t 


43 


tary  or  an  Assistant  Secretary,  as  of  the  day  and  year 
first  above  written. 


The  Cleveland  Electric  Illuminating  Company, 

By 

Robert  Lindsay, 

[corporate  seal]  President. 

Attest: 


E.  G.  Crawford, 

Secretary. 


Signed,  sealed  and  delivered 
as  to  the  Company  in  the 
presence  of: 

Elijah  Anthony, 

Stephen  J.  McCrimlisk,  Jr. 


[corporate  seal] 


The  Union  Trust  Company, 

By 

R.  C.  Hyatt, 

Vice-President. 

Attest: 

C.  W.  Carlson, 

Ass’t  Secretary. 


Signed,  sealed  and  delivered 
as  to  the  Trustee  in  the 
presence  of: 

Elijah  Anthony, 

Stephen  J.  McCrimlisk,  Jr. 


44 


Acknowledg- 

ments. 


State  of  New  York,  \ . 

County  of  New  York,  J 

Before  me,  a Notary  Public  within  and  for  the  said  County  of  New  York 
and  State  of  New  York,  duly  commissioned  and  sworn,  personally  came  The 
Cleveland  Electric  Illuminating  Company,  a body  corporate,  duly  organ- 
ized and  doing  business  under  and  by  virtue  of  the  laws  of  the  State  of 
Ohio,  by  Robert  Lindsay,  its  duly  elected,  qualified  and  acting  Presi- 
dent, and  Eben.  G.  Crawford,  its  duly  elected,  qualified  and  acting 
Secretary,  who  severally  acknowledged  that  they  caused  the  cor- 
porate name  of  the  said  The  Cleveland  Electric  Illuminating  Company  to 
be  signed  to  the  above  and  foregoing  Indenture,  and  that  they  signed 
their  own  names  thereto  as  such  officers  of  said  corporation  and  caused 
the  corporate  seal  of  the  said  The  Cleveland  Electric  Illuminating  Com- 
pany to  be  thereunto  duly  affixed;  that  said  acts  and  deeds  are  the  free 
and  voluntary  acts  and  deeds  of  the  said  The  Cleveland  Electric  Illuminating 
Company,  a body  corporate,  and  of  themselves  as  such  officers  thereof, 
thereunto  duly  authorized  and  empowered  by  a resolution  of  the  Board 
of  Directors  of  the  said  The  Cleveland  Electric  Illuminating  Company,  a 
body  corporate,  duly  passed  and  entered  upon  the  minutes  of  their  pro- 
ceedings. 

And  on  this  16th  day  of  August,  1921,  before  me  personally  came  the 
said  Robert  Lindsay,  to  me  known,  who,  being  by  me  duly  sworn,  did 
depose  and  say:  That  he  resides  at  Cleveland,  Ohio;  that  he  is  the 
President  of  said  The  Cleveland  Electric  Illuminating  Company,  one  of 
the  corporations  described  in  and  which  executed  the  foregoing  instru- 
ment; that  he  knows  the  corporate  seal  of  said  corporation;  that  the  seal 
affixed  to  said  instrument  is  such  corporate  seal;  that  it  was  so  affixed 
by  order  of  the  Board  of  Directors  of  said  corporation,  and  that  he  signed 
his  name  thereto  by  the  like  order. 

In  witness  whereof  I have  hereunto  set  my  hand  and  official  seal  at 
New  York,  N.  Y.,  this  16th  day  of  August,  A.  D.,  1921. 

Robert  S.  Dornon, 

[notarial  seal]  Notary  Public  within  and  for  the  County 

of  New  York,  in  the  State  of  New  York, 
No.  339. 

My  commission  as  Notary  Public  as  aforesaid  expires  the  30th  day  of 
March,  1923. 


45 


State  of  New  York,^ 

County  of  New  York,jSS" 

Before  me,  a Notary  Public  within  and  for  the  said 
County  of  New  York  and  State  of  New  York,  duly  com- 
missioned and  sworn,  personally  came  The  Union  Trust 
Company,  a body  corporate,  duly  organized  and  doing 
business  under  and  by  virtue  of  the  Laws  of  the  State 
of  Ohio,  by  Roger  C.  Hyatt,  its  duly  elected, 
qualified  and  acting  Vice-President,  and  Charles 
W.  Carlson,  its  duly  elected,  qualified  and  act- 
ing Assistant  Secretary,  who  severally  acknowledged 
that  they  caused  the  corporate  name  of  the  said 
The  Union  Trust  Company  to  be  signed  to  the 
above  and  foregoing  Indenture,  and  that  they  signed 
their  own  names  thereto  as  such  officers  of  said  cor- 
poration, and  caused  the  corporate  seal  of  the  said  The 
Union  Trust  Company  to  be  thereunto  duly  affixed;  that 
said  acts  and  deeds  are  the  free  and  voluntary  acts  and 
deeds  of  the  said  The  Union  Trust  Company,  a body 
corporate,  and  of  themselves  as  such  officers  thereof, 
thereunto  duly  authorized  and  empowered  by  a resolu- 
tion of  the  Board  of  Directors  of  the  said  The  Union 
Trust  Company,  a body  corporate,  duly  passed  and  en- 
tered upon  the  minutes  of  their  proceedings. 

And  on  this  16th  day  of  August,  1921,  before  me 
personally  came  the  said  Roger  C.  Hyatt,  to  me 
known,  who,  being  by  me  duly  sworn,  did  depose 
and  say:  That  he  resides  at  Cleveland,  Ohio;  that 
he  is  a Vice-President  of  said  The  Union  Trust 
Company,  one  of  the  corporations  described  in  and  which 
executed  the  foregoing  instrument;  that  he  knows  the 
corporate  seal  of  said  corporation;  that  the  seal  affixed 
to  said  instrument  is  such  corporate  seal ; that  it  was  so 
affixed  by  order  of  the  Board  of  Directors  of  said  cor- 


46 


poration,  and  that  he  signed  his  name  thereto  by  the  like 
order. 

In  witness  whereof  I have  hereunto  set  my  hand  and 
official  seal  at  New  York,  N.  Y.,  this  16th  day  of 
August,  A.  D.  1921. 

Robert  S.  Dornon, 

[notarial  seal]  Notary  Public  within  and  for 

the  County  of  New  York,  in  the 
State  of  New  York,  No.  339. 
My  commission  as  Notary  Public  as  aforesaid  expires 
the  30th  day  of  March,  1923. 


U.  S.  Internal  Revenue  Documentary  Stamps  for  $2500 
were  affixed  to  the  original  counterpart  hereof  in  the 
possession  of  the  Trustee  and  duly  cancelled  before  the 
delivery  of  the  bonds  hereunder. 


i 


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